Dealer Representations Sample Clauses

Dealer Representations. 1.1 You hereby confirm that you (i) are a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”), (ii) are qualified and duly registered to act as a broker-dealer within all states in which you will sell the Shares, (iii) are a broker-dealer duly registered with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iv) will maintain all such registrations and qualifications in good standing for the duration of your involvement in the Offering. You agree to immediately notify the Managing Broker-Dealer if you cease to be a member of FINRA in good standing. 1.2 You hereby agree to solicit, as an independent contractor, and not as the Managing Broker-Dealer’s agent, or as an agent of the Company or its affiliates, persons acceptable to the Company to purchase the Shares pursuant to the Subscription Agreement (the “Subscription Agreement”) in the form attached to the Offering Statement and in accordance with the terms of the Offering Statement and to diligently make inquiries as required by this Agreement, the Offering Statement or applicable law with respect to prospective Investors in order to ascertain whether a purchase of the Shares is suitable for the Investor. In accordance with the instructions set forth in the Subscription Agreement, all the Subscription Agreements shall be transmitted to the Managing Broker-Dealer. If you receive any funds from a subscriber with respect to any Subscription Agreement, you shall immediately transmit such funds to the Escrow Account. To the extent received by the Managing Broker-Dealer, the Managing Broker-Dealer will be responsible for the transmittal of such funds for the purchase of Shares to the Escrow Account. The Company and the Managing Broker-Dealer have agreed to comply with the provisions of SEC Rule 15c2-4 as to all funds provided by Investors for the purchase of Shares. The Managing Broker-Dealer and the Company may, however, choose to comply with SEC Rule 15c2-4 by using a a broker-dealer capitalized and authorized to maintain customer accounts (“Clearing BD”), to process subscriptions and conduct Closings. If the Managing Broker-Dealer uses ta Clearing BD, then in lieu of placing Investor funds in the Escrow Account, those funds may be deposited by Investors into their own investment accounts that are cleared by Clearing BD (a “Clearing Investor Account”) where they will stay until a Closing or termination or cancellation of the Offer...
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Dealer Representations. Dealer represents that it is a member in ----------------------- good standing of the NASD and agrees to abide by all of the NASD rules and regulations, and any interpretations thereof, including, without limitation, the NASD interpretation with respect to Free-Riding and Withholding (Rule IM-2110-1) and Rules 2500 and 2700 of the NASD Conduct Rules. Dealer also agrees to comply with the requirements of all applicable Federal and State Laws and all rules and regulations thereunder, and interpretations thereof, promulgated by any regulatory agency having jurisdiction. In the event that a domestic or foreign Dealer should sell or offer for sale the Debentures in any jurisdiction outside the United States, Dealer also agrees to comply with the laws, rules and regulations of any governmental or regulatory body applicable within such foreign jurisdiction.
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Dealer Representations. Dealer represents that it is a member in ------------------------ good standing of the NASD and agrees to abide by all of the NASD rules and regulations, and any interpretations thereof, including, without limitation, the NASD interpretation with respect to Free-Riding and Withholding (Rule IM-2110-1) and Rules 2420, 2500 and 2700 (including, but not limited to Rules 2730, 2740 and 2750) of the NASD Conduct Rules. Dealer also agrees to comply with the requirements of all applicable Federal and State Laws and all rules and regulations thereunder, and interpretations thereof, promulgated by any regulatory agency having jurisdiction. In the event that a domestic or foreign Dealer should sell or offer for sale the Debentures in any jurisdiction outside the United States, Dealer also agrees to comply with the laws, rules and regulations of any governmental or regulatory body applicable within such foreign jurisdiction.
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Dealer Representations. The Dealer represents and warrants to the Trust and each Fund that: (a) it is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware; (b) it has full power and authority under applicable law to carry on its business, and is registered or licensed as required, in each jurisdiction where it conducts its business; (i) it is duly registered as a broker-dealer under section 15 of the Securities Exchange Act of 1934, (ii) it is duly registered as an investment adviser under section 203 of the Investment Advisers Act of 1940, and (iii) is a member in good standing of the NASD, and is in compliance with the conditions and qualifications set forth in the Conduct Rules of the NASD; (d) it will not purchase Shares of a Fund for its own account or otherwise act as principal in connection with the purchase or the redemption of Shares of a Fund; (e) it maintains and knows of no reason why it cannot or will not, during the term hereof, maintain adequate offices, personnel, procedures, computers and other equipment necessary to perform the services contemplated by this Agreement; and (f) its entering into and performing this Agreement are duly authorized by any necessary corporate actions and will not violate any provision of
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Dealer Representations. Dealer represents and warrants that it shall not, directly or indirectly, make any misrepresentation to a customer regarding: (a) the nature, status, or coverage of the Protection Plans, (b) the extent of Dealer’s relationship with the customer or its role with respect to the Protection Plans, (c) the identity of the administrator or obligor of the Protection Plans, or (d) the status of the manufacturer’s warranty. Dealer shall provide accurate coverage, cancellation and price-related information to customers. Dealer agrees that it will comply with the cancellation and refund provisions and all other provisions of the Protection Plans. To the extent applicable, Dealer shall make its privacy policy available on its website. Dealer represents and warrants that it shall not: (a) alter, waive, modify or discharge any of the terms and conditions of any Program or Protection Plan or other agreement offered by Administrator; or (b) alter, waive or modify any policies, procedures, rules or criteria established by APPI and Administrator.
Sample 1
Dealer Representations. Dealer represents that it is a member in good standing of FINRA and agrees to abide by all of FINRA rules and regulations, and any interpretations thereof, including, without limitation, the FINRA interpretation with respect to Free-Riding and Withholding (Rule IM-2110-1) and Rules 2420, 2500 and 2700 (including, but not limited to Rules 2730, 2740 and 2750) of the NASD Conduct Rules. Dealer also agrees to comply with the requirements of all applicable Federal and State Laws and all rules and regulations thereunder, and interpretations thereof, promulgated by any regulatory agency having jurisdiction. In the event that a domestic or foreign Dealer should sell or offer for sale the Debentures in any jurisdiction outside the United States, Dealer also agrees to comply with the laws, rules and regulations of any governmental or regulatory body applicable within such foreign jurisdiction.
Sample 1
Dealer Representations. Dealer represents, warrants, and covenants that: (i) Dealer shall conduct its business in a manner that reflects favorably at all times on ThinOptics and the name, good will, and reputation of ThinOptics; (ii) Dealer shall not make any representations, warranties or guarantees with respect to the specifications, features or capabilities of the Products that are inconsistent with ThinOptics’ documentation accompanying the Products or ThinOptics’ literature describing the Products, including the Limited Warranty and related disclaimers; (iii) Dealer shall avoid deceptive or unethical practices that are or might be detrimental to ThinOptics or the public; (iv) Dealer shall not make any false or misleading representations with regard to ThinOptics or the Products; (v) Dealer is a business entity duly organized and in good standing in all jurisdictions where Dealer does business; and (vi) Dealer will comply with all applicable laws in connection with its performance hereunder, including all export control laws. Limitation of Liability. THINOPTICS’ LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR SALE OF THE PRODUCTS SHALL BE LIMITED TO THE AMOUNT PAID BY THE DEALER FOR THE PRODUCTS AND IN NO EVENT SHALL THINOPTICS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS. IN NO EVENT SHALL THINOPTICS BE LIABLE TO DEALER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY. Term and termination
Sample 1
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Dealer Representations. 1. Each Note & Contract(“Note”) offered to Universal for purchase arose from the purchase of a VSA by a customer of Dealer. 2. The down payment disclosed on each Note was paid in cash or its equivalent and no part of it was loaned or financed, directly or indirectly, by Dealer to or for the customer. 3. At the time of purchase, the customer had the capacity to contract. 4. The signatures on each Note are genuine. 5. All contracts executed by customers shall comply with any State or federal laws applicable to the customer or customers. 6. If the original documents were delivered to Universal in a digital format without a signature then the original customer executed documents will be retained by Dealer on behalf of Universal for a minimum of four years from the contract date found on the documents and Note. Verbal contracts secured by Dealer over the telephone will require the Dealer to keep a recording of the Customer acceptance of the contract terms and conditions for four years from the date found on the Note.
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Dealer Representations. 8.1 DSI as Supplier of Products. Dealer understands that DSI is in the business of providing products which fall within the general field of electronic security products. A) Such products include, but without being limited thereto, so-called central console, output modules, audible signal devices, receivers, transponders and communication links. Some of these products are manufactured by DSI. Others are purchased from third parties and resold by DSI.
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Related to Dealer Representations

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows: (i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. (ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares. (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law. (v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. (vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.

  • Payer Representations For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • Your Representations You represent to the Company that you have read and fully understand this Agreement and the Plan and that your decision to participate in the Plan is completely voluntary. You also acknowledge that you are relying solely on your own advisors regarding the tax consequences of the Award.

  • Servicer Representations and Warranties The Servicer represents and warrants, as of the date of this Agreement and, except as otherwise provided, throughout the term of this Agreement, that the statements set forth below in this Section 5.2 are true and accurate. Relative to the Servicer:

  • Investor Representations This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

  • Purchaser Representations and Warranties The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • Customer Representations Customer represents and warrants that (i) it has a legitimate business interest or obtained all permissions and consent required by law to transfer the Content so that Xxxxxx Xxxxxxx may lawfully use and process in accordance with this Agreement; and (ii) it has delegated authority to its advisors in providing instructions in connection with the Services, and Xxxxxx Xxxxxxx has no duty to verify such instructions with Customer; and (iii) it will not use the Services for any fraudulent or unlawful purposes, not allow others to do so.

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