Dealer Representations and Warranties. You hereby represent and warrant that you are:
(i) registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and are licensed and qualified as a broker-dealer or otherwise authorized to offer and sell the Shares under the laws of each jurisdiction in which the Shares will be offered and sold by you;
(ii) a member in good standing of FINRA and agree to maintain such membership in good standing or, in the alternative, you are a foreign dealer not eligible for membership in FINRA, but agree to abide by rules promulgated by the U.S. Securities and Exchange Commission and FINRA; and
(iii) registered, licensed or qualified with appropriate securities authorities in all states, territories and jurisdictions in which your activities make such registration, licensing or qualification necessary. You further agree, represent and warrant that you shall:
(i) comply with applicable laws, rules, and regulations and the applicable rules and regulations of any jurisdiction in which you sell, directly or indirectly, any Shares;
(ii) not offer for sale or sell the Shares in any jurisdiction in which the Shares are not qualified for sale or in which you are not qualified as a broker-dealer;
(iii) not engage in, authorize or facilitate market timing or late trading in the Funds (for your own account or the account of your customers);
(iv) maintain policies and procedures, including supervisory procedures, reasonably designed to ensure that your customers are apprised of and receive, if entitled, any Fund benefits including, but not limited to, breakpoint discounts;
(v) not withhold placing with us orders received from your customers so as to profit from such withholding; and
(vi) comply with the provisions of Rule 22c-2 under the Investment Company Act of 1940, as amended, as applicable, set forth on Exhibit A hereto.
Dealer Representations and Warranties. In order to induce XxxXx to purchase Paper, Dealer represents and warrants that:
(a) Each item of Paper, related information and documents provided to XxxXx are genuine, contain the valid signatures of Buyers and Guarantors, correctly state the terms of the transaction, and are true and accurate in every material respect.
(b) All signers had the legal capacity to contract at the time of their signature.
(c) The goods and services are truly and accurately described in the Paper and have been delivered to, together with a copy of the Paper, and willingly accepted by Xxxxx.
(d) The down payments have been paid in full by Buyer without help from Dealer and were actually paid in cash or in merchandise received in trade as shown.
(e) The Paper arose from the bona fide sale of the goods and services described in the Paper and is a valid and enforceable obligation of the Buyer in accordance with its terms, free of any defense, offset, counterclaim, or other fact that could impair the collectability of the Paper.
(f) Title to the goods and services is vested in Buyer under the Paper, and XxxXx holds a valid first lien upon the goods.
(g) Title to the goods and services is not branded, nor is the title required to be branded as rebuilt, salvage, flood or other designation which may decrease the market value of the goods and services.
(h) Dealer is the sole owner of the Paper and has a legal right to assign it.
(i) Dealer possesses all of the requisite state and other jurisdictional licenses required to engage in its business and to sell the Paper to XxxXx.
(j) The Paper represents the value of the purchase of the goods and services listed on the Paper, and no agreement, unless specifically noted on the Paper, exists to provide a cash payment to Buyer either in the form of a cash rebate or the payment of Buyer’s indebtedness.
(k) Any holdbacks or discounts charged by XxxXx have not been passed along, charged or otherwise specifically recouped from the customer.
(l) The “cash price” of the goods and services as shown on the Paper (i) represents the fair retail market value of such goods and services; (ii) is the “cash price” as defined by applicable state and federal law;
(iii) was not overstated or inflated in any way, including, but not limited to, to “cover” or provide for any holdback or discount charged by XxxXx; or (iv) was not increased because the goods and services are being sold on credit, or to a member of the U.S. armed services.
(m) No payments have y...
Dealer Representations and Warranties. The appointment of Dealer is made in reliance on Dealer’s representation and warranty that the information set forth in any dealer application provided to Case IH as well as in Schedule A regarding Dealer’s legal name, ownership (if corporation, as listed in a Stock Ownership Certificate), management personnel, business structure, and state of residence or organization is accurate and complete. Dealer also represents and warrants that entering into this Agreement does not violate any other contract or agreement to which Dealer is a party and that any person signing this Agreement on behalf of Dealer has the authority to do so. Any breach of any of the foregoing representations and warranties represents a failure of consideration entitling Case IH to void this Agreement in its entirety.
Dealer Representations and Warranties. Dealer hereby represents and warrants to CYS that:
Dealer Representations and Warranties. Dealer represents and warrants to Encore as follows:
a) Dealer has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder:
b) The execution, delivery and performance of this Agreement has been duly and validly authorized by all requisite corporate, limited liability company or partnership proceedings, and no other corporate, limited liability company or partnership proceedings are necessary to authorize the execution, delivery and performance of this Agreement. The execution, delivery and performance of this Agreement does not conflict with Dealer's organizational documents or any material agreement to which Dealer is a party.
c) This Agreement has been duly executed and delivered by Dealer and constitutes the valid and binding obligation of Dealer, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights or by general principles of equity.
d) If a corporation or a limited liability company, Dealer is duly organized, validly existing, and in good standing under the laws of the state in which it conducts business.
e) Dealer is in compliance with all applicable state and federal laws and regulations; and
f) At the time the automobile and/ or related products or services were sold or provided to Customer by Dealer, Dealer was duly licensed, and was authorized to sell or provide such Products. Dealer agrees to notify Encore promptly in writing in the event of any change which would render this representation and warranty incorrect or untrue.
g) All signatures, names, addresses, telephone numbers, figures and other statements of fact set forth in the credit application are genuine, true and correct and the Customer has the legal capacity to execute the Loan Agreement and create a legally binding Loan Agreement.
Dealer Representations and Warranties. At the time of each sale of each RISC, Dealer by delivery of the RISC documents to GAF represents and warrants the following to GAF:
1. Dealer has the right to sell the collateral described on the purchase order or RISC free and clear of all liens and encumbrances and such collateral has been transferred to the Customer or other co-buyer free and clear of any security interest, encumbrance, lien or claim of any third party, except for the lien in favor of GAF created by the RISC. The assignment of the RISC by Dealer to GAF, which lien shall be applied for by Dealer upon a properly prepared, executed, and filed application for certificate of title or notation of lien so as to reflect that GAF has a first priority perfected security interest in the collateral described in the RISC, and which certificate of title or notation of lien shall be issued to GAF in accordance with applicable law within such time so as not to create any risk of rescission or avoidance under bankruptcy, insolvency, receivership, or other applicable law.
2. All information on the RISC Form, specifically including but not limited to the description of the collateral, is accurate and complete.
3. The equipment listed on the Xxxxxx Blue Book Wholesale sheet (“Book Sheet”) is accurate. If, prior to funding, GAF learns of any equipment listed on Book Sheet that is not equipped on the vehicle, monies will be deducted from the check paid to Dealer, dollar for dollar. If, after funding, GAF learns of any equipment listed on Book Sheet that is not equipped on the vehicle, monies will be deducted from any future checks paid to Dealer, dollar for dollar.
4. The Dealer has or shall have within twenty (20) days of Customer’s and any co-buyer’s execution of the RISC Form, processed and delivered all paperwork and paid all fees required by Department of Motor Vehicles and will show the parties listed on the RISC Form as the Registered Owner and GAF as the Legal Owner of the vehicle.
5. Dealer has complied with all state and federal consumer credit and consumer protection statutes and regulations promulgated there under, as well as all other laws, regulations, and rules pertaining to the sale of the vehicle.
6. The Application Form and RISC Form have been properly signed by each applicant and comply with all federal, state, and local laws, rules, regulations, and ordinances, including, but not limited to, the Fair Credit Reporting Act, the federal Truth-in-Lending Act, the Equal Credit Opportunity Act...
Dealer Representations and Warranties. The Dealer represents and warrants the following:
a. This Agreement and each other agreement, instrument and other documents executed by Dealer in conjunction with this Agreement, including but not limited to the Security Agreement, the Other Documents and each Contract sold to the Bank hereunder and each other agreement, instrument or other document executed by Dealer in connection with each Contract sold to the Bank hereunder is, or when executed and delivered will be, the duly authorized, valid, legal and binding obligation of the Dealer, enforceable against Dealer in accordance with its terms.
b. The Dealer is an entity of the type indicated on the last page of this Agreement, and to the full extent necessary for an entity of that type, is duly organized and existing and is duly authorized to transact business and is in good standing under the laws of the state of Dealer's Address. The Dealer it also duly authorized to transact business and is in good standing in all other jurisdictions where the nature of its business requires it to be so authorized.
c. All Credit Applications submitted to the Bank will contain an authorization which complies with the Fair Credit Reporting Act, enabling the Bank to obtain necessary credit information concerning the Customer. These representations and warranties will be automatically reaffirmed by Dealer on each day that an Advance is made by the Bank or a Contract is purchased by the Bank under the terms of this Agreement.
Dealer Representations and Warranties. Dealer represents and warrants that it has any and all rights to permit Ford Direct access to Dealer Systems and use Dealer Data. Without limiting the foregoing, Dealer represents and warrants that it provides its consumers and customers with all legally sufficient privacy notices to the extent it is required to do so in connection with its use of the Services or disclosures of Dealer Data hereunder, and that it has obtained all necessary consents of the applicable individuals for any Personally Identifiable Information disclosed. Dealer hereby grants a non-exclusive, non-transferable, revocable, limited license to FordDirect to access, use, copy, and distribute Dealer Data and other data and information provided to FordDirect by Dealer or its agent(s) in connection with its provision of the Services. Dealer represents and warrants that it has the right to grant such licenses, and its supply, and FordDirect's use and distribution, of the foregoing will not violate any third-party intellectual property rights or any applicable laws or regulations.
Dealer Representations and Warranties. In addition to all warranties provided in any assignments of Consumer Paper from the Dealer to CFCU dba Spectrum CU, the Dealer hereby represents and warrants to CFCU dba Spectrum CU to induce CFCU dba Spectrum CU to obtain the Consumer Paper hereunder, that as of the date Consumer Paper is offered by the Dealer and as of the date CFCU dba Spectrum CU accepts such Consumer Paper, the following:
a. Dealer will perform all promises, undertakings and obligations contained elsewhere in this Agreement and the Exhibits hereto.
b. All statements in this Agreement are true and correct.
c. The Dealer has the right to assign the Consumer Paper to CFCU dba Spectrum CU.
d. The Consumer Paper and Collateral are not subject to any lien, pledge or security agreement other than the Retail Contract.
e. The sale of the Collateral will not violate any agreement, order, or decree to which the Dealer is a party or by which the Dealer or the Consumer Paper or Collateral are bound.
f. The person endorsing and transferring the Consumer Paper to CFCU dba Spectrum CU on behalf of the Dealer is authorized to transfer the Consumer Paper to CFCU dba Spectrum CU and is authorized to execute all documents on behalf of the Dealer. Attached hereto as Exhibit B, and incorporated herein by this reference, is the Dealer Certification and Authorization (the “Certification”), which lists all those persons or employees who are authorized to endorse and transfer consumer paper to CFCU dba Spectrum CU on Dealer’s behalf, and CFCU dba Spectrum CU may rely on this list without the necessity of further inquiry.
g. Dealer has taken all actions under its organizational documents, including the passage of resolution by its Board of Directors, Trustees, Partners, Members, or other governing body required to enter into this Agreement and to carry out the terms and conditions of this Agreement. The individual(s) executing this Agreement on Dealer’s behalf have the full authority to do so, as further set out on Exhibit, and this Agreement has been properly executed by Dealer.
h. All Vendors have been approved by and are in good standing with any and all local, state and federal agencies that have regulatory oversight of such Vendors.
i. Dealer will disclose to CFCU dba Spectrum CU in writing any damage to any Collateral that would be covered by an insurance company that has not been repaired, such as hail damage, broken windshield, collision damage, and so on, when or before it submits Loan Related Documen...
Dealer Representations and Warranties. To induce TCL to lease a Vehicle to the lessee, the Dealer warrants that:
1. The lease agreements and all related guarantees, insurance, and other contracts which form part of the selling price of the Vehicle are genuine, legal, valid, and enforceable;
2. The identity of the lessee is as disclosed to TCL;
3. The signature of each lessee is genuine, certified from the lessee’s identification and witnessed by the Dealer;
4. The person signing the lease for each lessee has authority to sign for the lessee;
5. Title to each vehicle and equipment is vested to TCL, free of any liens and encumbrances;
6. The Dealer has the legal right to sell the Vehicle. In addition, the Dealer, to the best of its knowledge, warrants that:
1. Each lessee is not a minor and has the capacity to contract;
2. The Dealer knows of no fact or circumstance which would impair the validity or value of any of the lease agreements made by the lessees with TCL;
3. The Vehicle as described in the lease agreement has been delivered to the lessee and is for the sole use of the lessee
