Certain Brokerage Matters Sample Clauses

Certain Brokerage Matters. The Company represents and warrants that: (a) Neither the Company nor any Subsidiary has in effect any “soft dollar” arrangements with any of its customers that do not come within the “safe harbor” provisions of Section 28(e) of the Exchange Act. (b) To the Knowledge of the Company, all sales literature used by the Company and each Subsidiary since January 1, 2003 does not contain any misstatement of a material fact and does not omit to state a material fact necessary to make the statements therein not misleading in the light of the circumstances in which such statements are made. (c) The Company: (i) is a registered broker-dealer with the United States Securities and Exchange Commission (“SEC”) pursuant to Section 15 of the Exchange Act; a full and complete copy of its Form BD, as amended (“Form BD”) has been made available to Parent; neither the Form BD nor any amendment thereto contains any untrue statement of material fact or omits to state a material fact required to be stated in order to make the statements contained therein, in the light of the circumstances in which they were made, not misleading; (ii) is a member in good standing with FINRA and, except as set forth in Schedule 3.16(c) of the Disclosure Letter, there has not been, since January 1, 2003, nor is there currently pending or, to Sellers’ knowledge, threatened in writing, any disciplinary proceeding undertaken by FINRA concerning the Company or, to Sellers’ knowledge, any of its officers, directors, partners, employees, registered principals or registered representatives; (iii) is registered with the Central Registration Depository under CRD Number 25803; (iv) is duly registered with the Security Investors Protection Corporation (“SIPC”) and has paid or has made adequate provision for the payment of all SIPC assessments as of and through December 31, 2008; (v) has been and is in compliance with the applicable net capital provisions of the Exchange Act and the applicable rules of all self-regulatory organizations including, without limitation, all applicable regulatory net capital requirements (including any applicable “early warning” and “expansion-contraction” capital requirements); (vi) has adopted record-keeping systems that comply with the requirements of Section 17 of the Exchange Act and the rules and regulations promulgated thereunder and the rules of any securities exchange having jurisdiction with regard to it, and maintains its records in accordance therewith; (vii) is not, nor...