ADDITIONAL COVENANTS AND REPRESENTATIONS BY COMPANY Sample Clauses

ADDITIONAL COVENANTS AND REPRESENTATIONS BY COMPANY. Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representations contained in the Trust’s Registration Statement or the Trust’s Prospectuses or in proxy statements for the Trust, or in advertisements, sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain. The Company represents that advertisements, sales literature or other promotional material for the Contracts prepared by the Company or its affiliates are and will be consistent with Applicable Law, including, but not limited to, FINRA Conduct Rules 2210, 2212, 2213, and 2214. The Company has adopted and implemented, or shall adopt and implement, written compliance procedures reasonably designed to ensure that information concerning the Trust, the Distributor, or any of their affiliates which is intended for use by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract Owners or prospective Contract Owners) is used solely in the manner so intended. Neither the Trust, the Distributor, nor any of their affiliates shall be liable for any losses, damages, or expenses relating to the improper use of such “broker only” materials by agents of the Company or its affiliates who are unaffiliated with the Trust or the Distributor. The parties agree that this Section 5.8 is not intended to imply that the Company is an underwriter or distributor of the Trust’s shares or a dealer in the Trust’s shares.
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ADDITIONAL COVENANTS AND REPRESENTATIONS BY COMPANY. Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representations contained in the Trust's Registration Statement or the Trust's Prospectuses or in proxy statements for the Trust, or in advertisements, sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain. The Company represents that advertisements, sales literature or other promotional material for the Contracts prepared by the Company or its affiliates is and will be consistent with Applicable Law, including, but not limited to, FINRA Conduct Rule 2210 and XX-0000-0, XX-0000-0 and IM-2210-3 thereunder. The Company has adopted and implemented, or shall adopt and implement, written compliance procedures reasonably designed to ensure that information concerning the Trust, the Distributor, or any of their affiliates which is intended for use by brokers or agents selling the Contracts (I.E., information that is not intended for distribution to Contract Owners or prospective Contract Owners) is so used. Neither the Trust, the Distributor, nor any of their affiliates shall be liable for any losses, damages, or expenses relating to the improper use of such "broker only" materials by agents of the Company or its affiliates who are unaffiliated with the Trust or the Distributor. The parties agree that this Section 5.8 is not intended to imply that the Company is an underwriter or distributor of the Trust's shares or a dealer in the Trust's shares.
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Related to ADDITIONAL COVENANTS AND REPRESENTATIONS BY COMPANY

  • Covenants and Representations Section 5.1 List of Holders. Parent shall furnish or cause to be furnished to the Rights Agent in such form as Parent receives from the Company prior to the Effective Time (or other agent performing similar services for Parent or its Affiliates), the names, addresses, shareholdings and tax certification (T.I.N.) of the record holders of Shares eligible to receive CVRs pursuant to the Merger Agreement reasonably promptly following the Effective Time.

  • Independence of Covenants and Representations and Warranties All covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain covenant, the fact that such action or condition is permitted by another covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached shall not affect the incorrectness of or a breach of a representation and warranty hereunder.

  • Survival of Covenants and Representations All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the Notes.

  • Covenants; Representations 26 (e) Defaults..............................................................................26 (f) Material Adverse Change...............................................................26 4.2. Conditions to First Loan..............................................................26 (a) Articles, Bylaws......................................................................26 (b) Evidence of Authorization.............................................................26 (c) Legal Opinions........................................................................27 (d) Incumbency............................................................................27 (e) Note..................................................................................27 (f) Documents.............................................................................27 (g) Consents..............................................................................27 (h)

  • Covenants, Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • General Representations, Covenants and Warranties To induce each Revolving Credit Lender to establish the credit facility contemplated herein and to induce the Revolving Credit Lenders to provide loans and advances under the Revolving Credit (each of which loans shall be deemed to have been made in reliance thereupon) the Borrowers, in addition to all other representations, warranties, and covenants made by any Borrower in any other Loan Document, make those representations, warranties, and covenants included in this Agreement.

  • Covenants, Agreements, Representations and Warranties The Debtor hereby covenants and agrees with, and represents and warrants to, the Secured Party that:

  • Covenants, Representations, and Warranties of Servicer By its execution and delivery of this Agreement, the Servicer makes the following representations, warranties and covenants on which the Trust Collateral Agent relies in accepting the Receivables and on which the Trustee relies in authenticating the Notes.

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

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