DEALERS' UNDERTAKINGS. In offering and selling shares of the Funds, the Dealer shall comply with all applicable state and federal laws and regulations and all applicable rules of the National Association of Securities Dealers, Inc. (the "NASD"). In the event of the suspension, revocation, cancellation or other impairment of the Dealer's membership in the NASD or the Dealer's registration, license or qualification to sell shares of the Funds under any applicable state or federal law or regulation, the Dealer shall give the Underwriter prompt notice of such suspension, revocation, cancellation or other impairment, and the Dealer's authority under this Agreement shall thereupon terminate as provided in paragraph 10. The Dealer shall not sell shares of the Funds pursuant to this Agreement unless the then current Prospectus is furnished to the purchaser prior to the offer and sale. The Dealer shall not use any supplemental sales literature of any kind without prior written approval of the Underwriter unless it is furnished by the Underwriter for such purpose ("Approved Supplemental Sales Literature"). No person is authorized to make any representation concerning shares of the Funds except those contained in the then current Prospectus (and/or Statement of Additional Information, if any) or Approved Supplemental Sales Literature. In offering and selling shares of the Funds, the Dealer shall rely solely on the representations contained in the then current Prospectus (and/or Statement of Additional Information, if any) or Approved Supplemental Sales Literature. With respect to any Fund offering multiple classes of shares, the Dealer shall disclose to prospective investors the existence of all available classes of such Fund and shall determine the suitability of each available class as an investment for each such prospective investor. The Dealer understands and agrees that each shareholder account which includes shares of any Fund subject to the Fund's contingent deferred sales charge (as described in the applicable Fund's current Prospectus and Statement of Additional Information) shall not be included in the Dealer's Omnibus or house account, if any, but shall be established as a separate shareholder account in which purchase and redemption transactions are reported separately to the Underwriter. Dealer agrees to furnish to Underwriter such information as may from time to time be requested by Underwriter for the purpose of complying with the applicable provisions of federal or state se...
DEALERS' UNDERTAKINGS. Each Dealer agrees to comply with the restrictions and agreements set out in Appendix B hereto unless otherwise agreed with the Issuer.
DEALERS' UNDERTAKINGS. No person is authorized to make any representation concerning shares of the Funds except those contained in the then current Prospectus (and/or Statement of Additional Information, if any). The Dealer shall not sell shares of the Funds pursuant to this Agreement unless the then current Prospectus is furnished to the purchaser prior to the offer and sale. The Dealer shall not use any supplemental sales literature of any kind without prior written approval of the Underwriter unless it is furnished by the Underwriter for such purpose. In offering and selling shares of the Funds, the Dealer shall rely solely on the representations contained in the then current Prospectus (and/or Statement of Additional Information, if any). In offering and selling shares of the Funds, the Dealer shall comply with all applicable state and federal laws and regulations and all applicable rules of the National Association of Securities Dealers, Inc. (the "NASD"). In the event of the suspension, revocation, cancellation or other impairment of the Dealer's membership in the NASD or the Dealer's registration, license or qualification to sell shares of the Funds under any applicable state or federal law or regulation, the Dealer shall give the Underwriter prompt notice of such suspension, revocation, cancellation or other impairment, and the Dealer's authority under this Agreement shall thereupon terminate as provided in paragraph 12. With respect to any Fund offering multiple classes of shares, the Dealer shall disclose to prospective investors the existence of all available classes of such Fund and shall determine the suitability of each available class as an investment for each such prospective investor.
DEALERS' UNDERTAKINGS. 8.1 Each Dealer severally agrees to comply with the restrictions and agreements set out in Appendix 2 unless otherwise agreed with the Issuer.
8.2 Without prejudice to the other rights and remedies of the Issuer, each Dealer severally undertakes with the Issuer that it will hold the Issuer indemnified against any Loss which the Issuer may incur as a result of any breach by that Dealer of any of its undertakings contained in subclause 8.1) provided that, without prejudice to any other claim the Issuer may have against that Dealer, no Dealer shall be liable to hold the Issuer indemnified against any losses, liabilities, costs, claims, charges, expenses, actions or demands arising from the sale of Notes to any person believed in good faith by that Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Appendix 2. The provisions of subclauses 6.2 to 6.4 with respect to the conduct and settlement of actions shall apply, mutatis mutandis, to this indemnity.
DEALERS' UNDERTAKINGS. Each Dealer severally but not jointly agrees to comply with the restrictions and agreements set out in Appendix 3 hereto unless otherwise agreed with the Issuer.
DEALERS' UNDERTAKINGS. (1) Each Dealer severally agrees to comply with the selling restrictions and agreements set out in Appendix B hereto unless otherwise agreed with the Issuer.
(2) Each Dealer acknowledges to, and severally agrees with, the Issuer, PT and PTC that:
(i) neither the Issuer, PT nor PTC has authorised it to make representations in connection with any sale or proposed sale of any Notes other than those contained in the Offering Circular or the information approved in writing and provided by the Issuer and/or PT and/or PTC pursuant to clause 7 (taken together with the Offering Circular); and
(ii) it will not circulate any version of the Offering Circular other than the latest version of the Offering Circular published by the Issuer and made available to such Dealer from time to time.
(3) Without prejudice to the other rights and remedies of the Issuer, PT or PTC, each Dealer severally undertakes with the Issuer, PT and PTC that it will hold the Issuer and/or PT and/or PTC indemnified against any losses, liabilities, costs, claims, charges, expenses, actions or demands which the Issuer and/or PT and/or PTC may incur or which may be made against each or any of them as a result of any breach by such Dealer of any of its undertakings contained in clauses 8(1) provided that, without prejudice to any other claim the Issuer and/or PT and/or PTC may have against such Dealer, no Dealer shall be liable to hold the Issuer and/or PT and/or PTC indemnified against any losses, liabilities, costs, claims, charges, expenses, actions or demands arising from the sale of Notes to any person believed in good faith by such Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Appendix B. The provisions of clause 6(2) shall apply, mutatis mutandis, to any claim for indemnity pursuant to this clause.
DEALERS' UNDERTAKINGS. 8.1 Each Dealer represents and agrees to comply with the restrictions and agreements set out in Schedule 2 hereto.
8.2 Without prejudice to the other rights or remedies of the Issuer, each of the Dealers severally undertakes with the Issuer that it will indemnify the Issuer its affiliates and each of its directors, officers, employees and agents against any losses, liabilities, costs, claims, expenses or actions (including all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which such entity or person may incur or which may be made against it as a result of or in relation to any wilful or negligent failure by that Dealer to comply with the restriction and agreement set out in Schedule 2 hereto, provided that, without prejudice to any other claim the Issuer may have against that Dealer, no Dealer shall be liable to hold the Issuer indemnified against any losses, liabilities, costs, claims, expenses or actions arising from the sale of Notes to any person believed in good faith by that Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Schedule 2.
8.3 Each of the Dealers agrees that a determination will be made in relation to each issue of Notes about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”) and/or the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but that, otherwise, neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules and/or the UK MiFIR Product Governance Rules, respectively.
DEALERS' UNDERTAKINGS. 16 9. Fees, Expenses and Stamp Duties.....................................17 10.
DEALERS' UNDERTAKINGS. 8.1 Each Dealer agrees to comply with the restrictions and agreements set out in Appendix B hereto unless otherwise agreed with the Issuer. Each Dealer’s obligations under this Clause are several.
8.2 Each Dealer severally undertakes with the Issuer that if the Issuer, its directors, officers, employees and agents and each person who controls the Issuer (within the meaning of section 15 of the Securities Act) incurs any Loss arising out of, or based upon, or caused by any breach by such Dealer of any of its obligations or agreements contained in Clause 8.1, such Dealer shall pay to the Issuer on demand an amount equal to such Loss, save to the extent that the Loss arises out of or in connection with a violation by the Issuer of the provisions of Clause 5.2; provided that no Dealer shall be liable for any Loss arising from the sale of Notes to any person believed in good faith by such Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could lawfully be sold in compliance with the provisions of Appendix B hereto. This undertaking to make payment will be in addition to any liability which any Dealer may otherwise have under this Agreement. The provisions of Clause 6.2 shall apply, mutatis mutandis, to any claim for payment made pursuant to this Clause.
8.3 The remedies provided for in this Clause are not exclusive and will not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity.
DEALERS' UNDERTAKINGS. 8.1 Each Dealer severally agrees to comply with the restrictions and agreements set out in Appendix 2 unless otherwise agreed with the Issuer.
