Representations and Warranties of Merchant Sample Clauses

The "Representations and Warranties of Merchant" clause sets out the specific statements and assurances that the merchant affirms to be true at the time of entering into the agreement. These may include confirmations about the merchant's legal authority to enter the contract, compliance with applicable laws, and the accuracy of information provided. By requiring these representations and warranties, the clause helps allocate risk and ensures that the other party can rely on the merchant's statements, providing a basis for recourse if any of the representations prove to be false.
Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers at the time of execution and during the term of this Agreement that: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers is true and complete in all material respects; (b) Merchant has the power to execute, deliver, and perform this Agreement; (c)This Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subject; (d) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so; (e) There is no circumstance, to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations; (f) Each Purchase presented to Service Providers for collection is genuine and is not the result of any fraudulent or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Further, Merchant warrants that each Purchase is the result of a bona fide direct purchase of goods or services by the Cardholder in the total amount stated on any Sales Draft; (g) Each Disbursement presented to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchant; (h) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Transaction evidenced thereby; (i) Merchant has complied with this Agreement’s procedures for accepting Cards, and the Transaction does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject to any defense, dispute, offset, or counter claim; (j) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers to originate, Merchant continuously represents and warrants to Service Providers that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction is for an amount the customer has agreed to; (iii) the Transact...
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Representations and Warranties of Merchant. Merchant represents and warrants the following to TransFirst, its Third-Party Sender, and the ODFI; now and as of the time it initiates each Entry: 8.1.1 As to each Credit Entry submitted by Merchant: (a) Each person shown as the Receiver on an Entry received by TransFirst or its Third-Party Sender from Merchant has authorized the initiation of such Entry and the crediting of its account in the amount and on the Effective Entry Date shown on such Entry; (b) Such authorization is operative at the time of transmittal or crediting by TransFirst or its Third-Party Sender as provided herein; (c) Entries transmitted to TransFirst or its Third-Party Sender by Merchant are limited to those types of credit Entries set forth on the Application and in the Guidelines; (d) The Entry is timely; (e) The Entry is in conformity with the Rules;
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Representations and Warranties of Merchant. Merchant represents and warrants that: (i) Merchant has the requisite power and authority to enter into and carry out the terms of this Agreement; (ii) its performance under this Agreement will not conflict with any other obligation Merchant may have to any other party and will not infringe the Intellectual Property Rights of any third party; (iii) it uses up-to-date privacy measures in order to protect itself and Merchant network it operates, from any cyber-attacks; (iv) it will operate the Merchant platform accepting the Rapyd Services in the Territory in full compliance with applicable law, this Agreement and ethical business practices; (v) Merchant owns/or has the unfettered right to use all the Intellectual Property Rights it currently uses in its business. (vi) so far as it is aware, all information, data and materials provided by it under this Agreement will be accurate and complete in all material respects, and it is entitled to provide the same to the other without recourse to any third party; (vii) in the development of the Merchant's Intellectual Property (IPR), Merchant, will only use Intellectual Property to which it has full rights. Merchant's IPR shall not knowingly or negligently infringe upon or violate any rights of any third parties; and (viii) Merchant agrees that it will notify Rapyd immediately if Merchant becomes aware of any actual or potential claims, suits, actions, allegations or charges that could affect either Party’s ability to fully perform its duties or to exercise its rights under the Agreement.
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Representations and Warranties of Merchant. You hereby represent and warrant to us that: (a) you have the full power and authority to execute, deliver and perform this Agreement; and (b) this Agreement is valid, binding and enforceable against you and no provision requiring your performance is in conflict with any obligations you have under any agreement to which you are a party.
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Representations and Warranties of Merchant. Merchant represents and warrants that: a. Merchant is a duly organized entity in good standing in each the state of its organization and has the power and authority to enter into and perform its obligations under this Agreement. b. all Merchant Marks are owned by or licensed to Merchant and may be lawfully used for the purposes of this Agreement as provided herein. c. entering into this Agreement shall not now or with the passage of time constitute a breach by Merchant of any existing contract or agreement. d. that no Content posted by Merchant on any Member Site shall violate or infringe upon the rights or any third party or violate any local, provincial or federal law, rule or regulation. e. the person executing this Agreement on behalf of Merchant has been duly authorized and empowered to execute this Agreement.
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Representations and Warranties of Merchant. 7.1 Merchant hereby represents warrants and covenants in favor of Consultant as follows: (a) Merchant has taken all necessary action required to authorize its execution, performance and delivery of this Agreement, and to consummate the transactions contemplated hereby. (b) This Agreement is a valid and binding obligation of Merchant enforceable in accordance with its terms, subject only to any applicable bankruptcy, insolvency or similar laws affecting the rights of creditors generally and the availability of equitable remedies. (c) No action or proceeding has been instituted or, to Merchant’s knowledge, threatened, affecting the consummation of this Agreement or the transactions contemplated herein.
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Representations and Warranties of Merchant. Merchant represents and warrants to the Company and Stockholders as follows:
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Representations and Warranties of Merchant. 7.1 Merchant hereby represents, warrants and covenants in favor of Consultant as follows: (a) Subject to the entry of the Approval Order, Merchant has taken all necessary action required to authorize its execution, performance and delivery of this Agreement, and to consummate the transactions contemplated hereby. (b) Subject to the entry of the Approval Order, this Agreement is a valid and binding obligation of Merchant enforceable in accordance with its terms. (c) No action or proceeding has been instituted or, to Merchant’s knowledge, threatened, affecting the consummation of this Agreement or the transactions contemplated herein.
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Related to Representations and Warranties of Merchant

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • REPRESENTATIONS AND WARRANTIES OF COMPANY Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).