Member Representations and Warranties Clause Samples

Member Representations and Warranties. (a) Member accepts and assumes all responsibility for and irrevocably waives any and all claims in connection with any risk, accident, death, injury or damage to Member or Member’s property (including, without limitation, loss or theft of such property) occurring on or about the Building and/or Facilities or arising directly or indirectly from the Member’s presence, use, provision or performance of services or participation in activities on or about the Facilities, including the use of any equipment, hardware or tools within the Facilities, even if provided by the Releasees (as defined below) or by a third party. Member further understands and agrees that the Releasees assume and have no liability for loss, damage, or any kind of injury sustained by Member or Member’s property while on or about the Facilities. (b) Member shall comply with all applicable laws, rules, and regulations and any stated and/or customary terms and conditions for Member’s presence on the Facilities and the performance or provisions of any services thereon. Member agrees that if Member observes any hazardous condition at the Facilities, Member will bring such information to the attention of an employee or officer of Hatch Space immediately.

Member Representations and Warranties. Each Member (solely on behalf of itself and not with respect to any other Member) hereby represents, warrants, covenants and acknowledges as follows:

Member Representations and Warranties. As of the date hereof, each of the Members hereby makes each of the representations and warranties applicable to such Member as set forth in this Section 16.22.2. Such representations and warranties shall survive the execution of this Agreement. (a) Such Member is a corporation duly organized or a partnership or limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has the corporate, partnership or company power and authority to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. Such Member is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder. Such Member has the corporate, partnership or company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate, partnership or company action. This Agreement constitutes the legal, valid and binding obligation of such Member. (b) Neither the execution, delivery or performance of this Agreement nor the consummation by such Member of the transactions contemplated hereby (i) materially conflicts with, materially violates or results in a material breach of any of the terms, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to such Member, (ii) conflicts with, violates, results in a breach of or constitutes a default under any of the terms, conditions or provisions of the articles of incorporation, bylaws, partnership agreement or operating agreement of such Member, (iii) materially conflicts with, materially violates, results in a material breach of or constitutes a material default under any material agreement or instrument to which such Member is a party or by which such Member is bound or to which any of its properties or assets is subject, (iv) materially conflicts with, materially violates, results in a material breach of or constitutes a material default under (whether with notice or lapse of time or both), accelerates or permits the acceleration...

Member Representations and Warranties. You represent and warrant that all checks transmitted through the use of the Service are made payable to you, all signatures and endorsements on each check are authentic and authorized, and each check has not been altered. You agree that you will not deposit checks that you suspect (or should have known to suspect) would not be paid by the institution on which it is drawn.

Member Representations and Warranties. You represent and warrant that all Checks scanned through the use of the Services are made payable to the Member, all signatures and endorsements on each Check are authentic and authorized, and each Check has not been altered. Prohibited Checks-You agree that Checks scanned through the use of the Services will not be Third-Party Checks (Third-Party Checks arise when the payee endorses the Check by signing the back, then passes the Check to a subsequent holder, who endorses it prior to cashing it.) You further agree that no Checks scanned through the use of the Services may be drawn on other accounts of the Member, its parent company, any subsidiary, or other accounts of the owners or officers or their companies for the purposes of artificially inflating Your Account balance.

Member Representations and Warranties. Member represents and warrants that (i) it has full power and authority to enter into this Agreement, and to agree to all the terms and conditions contained therein and in the Terms of Use, attached hereto and amended from time to time, and has received all parental and other permissions required to permit lOLA to obtain and retain information (including personal information) from Users; (ii) only Member or its Users shall access the Consortium and the Content; (iii) Member and its Users will at all times use the Consortium and the Content only as expressly permitted by this Agreement and the Terms of Use; and (iv) any content, materials, and/or information contributed by Users, and any revisions to the Content by Users, does not and will not contain any libelous, unlawful or infringing materials or content, will not infringe upon any party's proprietary rights, including without limitation statutory or common-law copyright, trademark and right of privacy, and will not violate any law, regulation or right of any kind whatsoever or give rise to any actionable claim or liability.

Member Representations and Warranties. Each Member (solely on behalf of itself and not with respect to any other Member) hereby represents, warrants, covenants and acknowledges as follows as of each date such Member receives any Unit, it being understood for purposes of this Section 12.16 that the term “Member” shall refer also to Assignees as applicable:

Member Representations and Warranties. Each Member represents and warrants that (i) such Member (and each holder of voting securities of such Member, to the extent that such Member may be deemed to have been formed for the purpose of investing in the Company) are “qualified purchasers”, as that term is defined under the Investment Company Act, (ii) such Member is not a “Benefit Plan Investor”, as that term is defined under Section 3(42) of ERISA and any regulations promulgated thereunder, (iii) such Member is duly incorporated or formed, as applicable, and is validly existing in good standing as a corporation or limited liability company, as applicable, under the laws of the State of Delaware and possesses all requisite power and authority necessary to carry out the its obligations under this Agreement; and (iv) the execution and delivery of this Agreement by such Member, and the performance by such Member of its obligations hereunder, have been duly authorized by all necessary corporate or limited liability company action, as applicable, and upon execution and delivery by each of the other parties hereto, this Agreement will be a legal, valid and binding agreement of such Member, enforceable against such Member in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Member Representations and Warranties. Member represents and warrants that: i. Member will comply with all federal and state laws, and rules and regulations applicable to online transactions, including, but not limited to, those of the National Automated Clearing House for ACH transactions, and Regulation CC’s warranty provisions for substitute checks; ii. All checks scanned through image transport are made payable to the Member, issued within the United States of America and its territories, and in U.S. Currency; iii. All signatures on each check are authentic and authorized; iv. Each check has not been altered; v. Images meet quality Federal Reserve Bank (FRB) and or American National Standards Institute (ANSI) standards; vi. Member will not deposit the original item; vii. Credit Union will not sustain a loss because the Member deposited an image; viii. Member will maintain a valid email address on file with the Credit Union. ix. Member will comply with all security procedures established by the Credit Union and agrees to not bypass, override, or disable any security mechanisms in the software or processing device; and x. Business Member will train employees in the overall use of MyDeposit Service, including the supervision and auditing of employees’ use of MyDeposit.