B. This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution, and delivery by Seller), this Agreement constitutes a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally.
C. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby does or will conflict with, violate, or constitute a default under (i) any of Buyer’s organizational documents, (ii) any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Buyer is subject or by which any of its assets or properties are bound, or (iii) under any agreement, debt or other instrument to which Buyer is a party or by which any of its assets or properties are bound.
D. Neither Buyer, nor any Person who controls Buyer or any Person for whom Buyer is acting as an agent or nominee, as applicable (i) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time; (ii) is a Foreign Shell Bank; or (iii) resides in or whose subscription funds are transferred from or through an account in a Non-Cooperative Jurisdiction.
E. With respect to any Seller Purchased Cryptocurrency, Buyer sells, transfers, and delivers to Seller in any Purchase Order, Buyer is the lawful owner of such Seller Purchased Cryptocurrency with good and marketable title thereto, free and clear of any and all Liens and Buyer has the absolute right to sell, assign, convey, transfer and deliver such Seller Purchased Cryptocurrency. Upon consummation of such purchase, Seller will be vested with good and valid title to such Seller Purchased Cryptocurrency, which is free and clear of any and all Liens.
F. Buyer is the lawful owner of each Buyer Wallet and has good title thereto. Each Buyer Wallet is owned and operated solely for the benefit of Buyer, and no Person other than Buyer has any right, title, or interest in any Buyer Wallet.
G. Buyer agrees, understands, and acknowledges that (i) Seller engages in the bilateral purchase and sale of cryptocurrencies, including any such transaction contemplated by this Agreement, solely on a proprietary basis for investment purposes for its own account; (ii) if Seller transacts with Buyer it does so solely on a bilateral basis; and (iii) Seller is not providing and will not provide any fiduciary, advisory, exchange or other similar services with respect to Buyer, any person related to or affiliated with Buyer or any transaction subject to this Agreement.
Buyer further agrees, represents, and warrants that (x) Buyer is solely responsible for any decision to enter into a transaction subject to this Agreement, including the evaluation of any and all risks related to any such transaction; and (y) in entering into any such transaction, Buyer has not relied on any statement or other representation of Seller other than as expressly set forth herein.
H. Buyer represents (which representations will be deemed to be repeated by it at all times until termination of this Agreement) that it is an “eligible contract participant” as defined in Section 1a(18) of the Commodity Exchange Act, as amended.