Common use of Representations of Provider Clause in Contracts

Representations of Provider. Provider represents and warrants that (i) Provider is organized, validly existing and in good standing, with all requisite power and authority to enter into this Agreement and conduct its business as it is now being conducted, (ii) Provider is not identified on any sanctions lists maintained by OFAC; (iii) Provider will comply with all applicable sanctions and export control laws and will not intend to provide the Services under this Agreement to any parties that, at the time such Services are provided, are (A) located or resident in any country or territory that is subject to a U.S. trade embargo or other applicable sanctions prohibiting such services, including but not limited to, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria or (B) identified on any of the OFAC Lists or other applicable sanctions list prohibiting such services, and in the event of the breach, if it becomes known to the Provider, the Provider will take all possible actions to terminate the provision of the Services; (iv) Provider has implemented sanctions compliance procedures reasonably designed to ensure compliance with OFAC sanctions regulations and other applicable sanctions laws; (v) Provider will promptly notify the Company if Provider or any of its owners, controllers, employees, consultants, or other service providers is identified on any of the OFAC Lists or other applicable sanctions list; (vi) Provider has all licenses, franchises, permits and other governmental authorizations that are legally required to enable it to conduct its business as presently conducted in all material respects; and (vii) a copy of Provider’s Articles of Association, as currently in full force and effect, and a Significant Shareholder List has been shared with Exodus.

Appears in 1 contract

Sources: Api Technology Agreement (Exodus Movement, Inc.)

Representations of Provider. Provider represents and warrants to Swiss Sub that (i) Provider is organized, validly existing and in good standingstanding under the laws of ____________, with all requisite power and authority to enter into this Agreement and conduct its business as it is now being conducted, (ii) the names and titles of the directors, executive officers, and shareholders that own at least 10% of shares of voting equity of Provider, as of the date of this Agreement, are attached as Appendix 2; (iii) Provider is not identified on any sanctions lists maintained by OFACof the OFAC Lists; (iiiiv) no director, officer, employee, or holder of equity or debt securities of Provider is identified on, or is 50% or more owned, directly or indirectly, by any party that is identified on any of the OFAC Lists, (v) Provider will comply with all applicable sanctions and export control laws and will not intend to provide the Services under this Agreement to any parties that, at the time such Services are provided, are (A) located or resident in any country or territory that is subject to a U.S. trade embargo or other applicable sanctions prohibiting such services, including but not limited to, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria or (B) identified on any of the OFAC Lists or other applicable sanctions list prohibiting such services, and in the event of the breach, if it becomes known to the Provider, the Provider will take all possible actions to terminate the provision of the Services; (ivvi) Provider has implemented sanctions compliance procedures reasonably designed to ensure compliance with OFAC sanctions regulations and other applicable sanctions laws; (v) Provider will promptly notify the Company if Provider or any of its owners, controllers, employees, consultants, or other service providers is identified on any of the OFAC Lists or other applicable sanctions list; (vivii) Provider has all licenses, franchises, permits and other governmental authorizations that are legally required to enable it to conduct its business as presently conducted in all material respects; and (viiviii) a copy of Provider’s the Articles of AssociationIncorporation of Provider, as currently in full force and effect, and a Significant Shareholder List has been shared with Exodusis attached as Appendix 4.

Appears in 1 contract

Sources: Api Agreement (Exodus Movement, Inc.)

Representations of Provider. Provider represents and warrants to Exodus that (i) Provider is organized, validly existing and in good standingstanding under the laws of ______________, with all requisite corporate power and authority to enter into this Agreement and conduct its business as it is now being conducted, (ii) the names and titles of the directors, executive officers, and stockholders that own at least 10% of shares of voting stock of Provider, as of the date of this Agreement, are attached as Appendix 2; (iii) Provider is not identified on any sanctions lists maintained by OFACof the OFAC Lists; (iiiiv) no director, officer, employee, or holder of equity or debt securities of Provider is identified on, or is 50% or more owned, directly or indirectly, by any party that is identified on any of the OFAC Lists, (v) Provider will comply with all applicable sanctions and export control laws and will not intend to provide the Services under this Agreement to any parties that, at the time such Services are provided, are (A) located or resident in any country or territory that is subject to a U.S. trade embargo or other applicable sanctions prohibiting such services, including but not limited to, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria or (B) identified on any of the OFAC Lists or other applicable sanctions list prohibiting such services, and in the event of the breach, if it becomes known to the Provider, the Provider will take all possible actions to terminate the provision of the Services; (ivvi) Provider has implemented sanctions compliance procedures reasonably designed to ensure compliance with OFAC sanctions regulations and other applicable sanctions laws; (v) Provider will promptly notify the Company if Provider or any of its owners, controllers, employees, consultants, or other service providers is identified on any of the OFAC Lists or other applicable sanctions list; (vivii) Provider has all licenses, franchises, permits and other governmental authorizations that are legally required to enable it to conduct its business as presently conducted in all material respects; and (viiviii) a copy of Provider’s the Articles of AssociationIncorporation of Provider, as currently in full force and effect, and a Significant Shareholder List has been shared with Exodusis attached as Appendix 4.

Appears in 1 contract

Sources: Api Agreement (Exodus Movement, Inc.)