Dealer’s Representations and Warranties. Dealer hereby represents and warrants to Distributor that:
(a) Dealer is willing and possesses the legal authority to provide the services and receive the compensation contemplated by this Agreement without violation of applicable laws;
(b) Dealer is registered as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”) or is exempt from registration as a broker-dealer under the 1934 Act;
(c) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer is and shall remain throughout the term of this Agreement a member in good standing of the FINRA and shall immediately notify Distributor should it cease to be a member of the FINRA;
(d) If Dealer is a “bank” or “state bank” (including a trust company), as defined in Section 3 of the Federal Deposit Insurance Act, Dealer is a member of the Federal Deposit Insurance Corporation (“FDIC”) in good standing and agrees to notify Distributor immediately of any changes in Dealer’s status with the FDIC;
(e) Dealer is and shall remain throughout the term of this Agreement a broker-dealer, bank or trust company and thus a “Financial Institution” as defined by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA Patriot) of 2001 (the “Act”), duly and properly registered and qualified under all applicable laws, rules and regulations, including, but not limited to, all state and federal securities laws, rules and regulations, as may be necessary or appropriate for Dealer to perform and observe all of its duties, obligations and covenants set forth or contemplated by this Agreement;
(f) Dealer shall throughout the term of this Agreement comply with the requirements of all applicable laws, rules and regulations, including, but not limited to, federal and state securities laws, the rules, regulations and orders of the Securities and Exchange Commission and the Conduct Rules of the FINRA, in performing and observing all of its duties, obligations and covenants set forth or contemplated by this Agreement;
(g) Dealer shall not withhold placing with Distributor orders received from the Client-shareholders so as to profit from such withholding;
(h) Dealer shall not offer Shares of any Fund in any state where such Shares are not qualified for sale under the Blue Sky Laws and Regulations of such state or where Dealer is not qualified to act as a dealer, except in appropriate circumstances when under state laws and regulatio...
Dealer’s Representations and Warranties. Dealer hereby represents and warrants to the Company that:
(a) Dealer is willing and possesses the legal authority to provide the services contemplated by this Agreement without violation of applicable laws;
(b) Dealer is and shall remain throughout the term of the Agreement a member in good standing of the N.A.S.D. and shall immediately notify the Company should it cease to be a member of the N.A.S.D.;
(c) Dealer is and shall remain throughout the term of this Agreement a broker-dealer duly and properly registered and qualified under all applicable laws, rules and regulations, including, but not limited to, all state and federal securities laws, rules and regulations, as may be necessary or appropriate for Dealer to perform and observe all of its duties, obligations and covenants set forth or contemplated by this Agreement;
(d) Dealer shall throughout the term of this Agreement comply with the requirements of all applicable laws, rules and regulations, including, but not limited to, federal and state securities laws, the rules, regulations and orders of the Securities and Exchange Commission and the N.A.S.D., in performing and observing all of its duties, obligations and covenants set forth or contemplated by this Agreement;
(e) Dealer shall not withhold placing with the Company orders received from Dealer's customers so as to profit itself as a result of such withholding;
(f) Dealer shall not offer Shares of any Fund in any state where such Shares are not qualified for sale under the Blue Sky Laws and Regulations of such state or where Dealer is not qualified to act as a dealer, except in appropriate circumstances when under state laws and regulations the Shares or the sales transactions are exempt from qualification or dealer registration is not required; and
(g) Dealer shall give the Company at least 30 days advance written notice of any event which will cause an "assignment" of this Agreement (as defined in the 1940 Xxx) xx Dealer or its affiliates.
Dealer’s Representations and Warranties. On the date of this Note and until the Obligations are paid in full and Dealer has performed all of its obligations hereunder, the representations and warranties contained in this Note and every factual matter in any other document delivered to AFC by or on behalf of Dealer shall be true and correct in all material respects and will remain true and correct.
Dealer’s Representations and Warranties. Dealer represents and warrants to Vendor that (a) it has the authority to enter into this Agreement, and that the persons signing this Agreement on behalf of Dealer are authorized to sign; (b) it will comply with all applicable federal, state, and local laws; and (c) it will exert commercially reasonable efforts to promote and distribute the Products consistent with Dealer's obligations under the SSA and Equipment Agreement.
Dealer’s Representations and Warranties. On the date of this Note and until the Obligations are paid in full and Dealer has performed all of its obligations hereunder, the representations and warranties contained in this Note and every factual matter in any other document delivered to LENDER by or on behalf of each individual undersigned Dealer shall be true and correct in all material respects for each individual undersigned Dealer and will remain true and correct for each individual undersigned Dealer.
Dealer’s Representations and Warranties. As to each Contract sold by Dealer to NationsCredit, Dealer warrants and represents that, as of the time of such sale:
a. Dealer will have satisfied all requirements of the Federal Truth in Lending Act, the Federal Equal Credit Opportunity Act and all other federal, state, local and other laws, regulations or rules including, but not limited to, consumer protection laws, regulations or rules applicable to the extension of credit or otherwise applicable to the Contract;
b. Dealer will have the right to make such sales;
c. Dealer will have received the down payment specified in the Contract and will not have made a loan to the Buyer, or assisted the Buyer in obtaining a loan from any third party, to be used as a part or all of such down payment or any other payment on a Contract, except (in any such case) as may be specifically indicated on the face of the Contract;
d. The Boat sold under the Contract will have been actually delivered to Buyer and will be free from all liens and encumbrances except those in favor of NationsCredit; 2
e. The Contract will be valid and enforceable according to its terms; and
f. All owners of the Boat will have signed the Contract either as Buyers or as parties agreeing to the security interest in favor of Dealer or its assignee; provided, however, that the foregoing warranties and representations shall not be deemed to constitute warranties or representations as to any act or omission of Dealer in accordance with any written instruction of NationsCredit.
Dealer’s Representations and Warranties. So long as this Agreement is in effect, Dealer represents, warrants and agrees that:
A. If it is a limited liability company (LLC) or a corporation, it is and will remain in good standing in the state of its organization or incorporation, as applicable, and if such state is other than where any of Dealer’s place of business is located, Dealer is and will remain qualified as a foreign organization or corporation, as applicable, in good standing in such state. Dealer has obtained the necessary approval from the company’s members/managers or the necessary resolution of its Board of Directors, as applicable, and all other consents or approvals to enter into and execute the terms of this Agreement.
B. It is properly licensed to finance and sell motor vehicles and/or any APS or SCUSA APS and to perform all acts contemplated hereby in the state(s) where it conducts its business.
C. If Dealer conducts business under a fictitious or registered tradename, LLC or as a partnership, it is and will remain in good standing in the state of its for- mation, it has obtained all required authorizations of its members and/or managers and/or partners, and it will remain in compliance with all applicable laws relating to conducting business under a fictitious tradename, LLC or as a partnership.
D. All business practices, acts and operations of Dealer (including the sale and financing of insurance or other coverages, the sale and financing of automobiles and APS or SCUSA APS, and all Contracts and disclosures) are in compliance with all applicable federal, state and local laws, regulations and ordinances, included but not limited to, the Fair Credit Reporting Act, the Equal Credit Opportunity Act and Regulation B, the Truth-in-Lending Act and Regulation Z, and FTC rules and regulations.
E. The amounts charged any Buyer(s) or Borrower(s) for any APS or SCUSA APS sold and financed in connection with a Contract or Loans, as applicable, shall not exceed the amounts permitted by applicable law, nor shall the charge for these or any other products or services sold and financed in connection with a Contract or Loan, as applicable, exceed the amount that Dealer charges for these, or such other products or services in a cash transaction similar to the transaction evidenced by the Contract or Loan, as applicable.
F. Immediately prior to the transfer, sale and/or assignment herein contemplated, the Dealer held good, marketable and indefeasible title to each Contract free and clear of all liens, se...
Dealer’s Representations and Warranties. 1. Dealer is a Nevada corporation licensed to do business in Texas, in good standing, and has the power to enter into and perform this Agreement; and this Agreement’s execution has been duly authorized by all necessary corporate action.
2. This Agreement constitutes a valid and binding obligation on Dealer, enforceable in accordance with its terms.
3. Attached hereto and marked Exhibit B is a true copy of Dealer’s current financial statement, certified by Dealer’s president to be a true and accurate reflection of Dealer’s financial condition, and prepared in accordance with Generally Accepted Accounting Standards.
4. Dealer’s financial condition, as reflected in Exhibit B, has not changed materially as of the effective date of this Agreement.
5. Dealer is purchasing Hyundai Goods for resale, and has all necessary permits to do so, such that no sales or use tax will be payable with respect to Hyundai Goods sold and delivered to Dealer.
Dealer’s Representations and Warranties. Dealer represents and warrants to Hitachi as follows:
(i) Dealer has full organizational power and authority to enter into this Agreement and perform its obligations hereunder, and its execution and delivery of this Agreement creates valid and binding obligations of Dealer that will not violate any law, statute, rule, regulation, order or other legal obligation binding on Dealer; (ii) every statement Dealer makes hereunder is and will be truthful, accurate and complete as of the date thereof; and (iii) there are no pending litigation, governmental or administrative proceedings or investigations against Dealer and no other event has occurred, and no claims or disputes exist, that could have a material adverse effect on Dealer's ability to adhere to the terms and conditions of this Agreement.
Dealer’s Representations and Warranties. As to each Contract sold by Dealer to Purchaser, and in addition to any representations and warranties of Dealer in the Contract or elsewhere in this Agreement, Dealer warrants and represents to Purchaser, its successors and assigns that, as of the time of each sale of a Contract to the Purchaser:
a. Dealer and its employees and agents and each Contract are in compliance with all requirements of the Federal Truth in Lending Act, the Federal Equal Credit Opportunity Act and all other federal, state, local, and other laws, regulations or rules including, but not limited to, consumer protection laws and all regulations or rules applicable to the extension of credit, the sale of the Vehicle and any accessories, services or products sold in connection with the Vehicle, or otherwise applicable to the Contract and the sale of the Vehicle;
b. Dealer will have the right and all required licenses to make such sales;
c. Dealer will have received the down payment specified in the Contract and will not have made a loan to the Buyer or assisted the Buyer in obtaining a loan from any third party, to be used as a part or all of such down payment or any other payment on a Contract, except (in any such case) as may be specifically indicated on the face of the Contract. If the down payment is paid to the Dealer in the form of a check the Dealer has verified that the check represents "good funds" prior to submitting the Contract to Purchaser. Upon giving effect to the sale of such Contract to Purchaser, Dealer shall cease to have any claims against the applicable Buyer in respect of payment of the purchase price for the applicable Vehicle, any financing theretofore provided by Dealer to the Buyer or otherwise;
d. if any part of the down payment is from a manufacturer, distributor or Dealer rebate, the Dealer has disclosed this to Purchaser at the time the credit application is presented to Purchaser for approval and the rebate has been shown on the applicable Contract as a rebate;
e. the Vehicle sold under the Contract will have been actually delivered to the applicable Buyer or the parties agreeing to the security interest in favor of Dealer or its assignee, the Vehicle conforms to the description of the Vehicle provided to Purchaser in the Contract or otherwise, and the Dealer shall otherwise have fully performed and discharged all of its obligations to Buyer and such parties arising in connection with the sale of the Vehicle to the Buyer;
f. the Contract is a legal, valid ...
