Issuer Representations, Warranties and Covenants. Issuer represents, warrants and covenants to DriveWealth that: 7.2.1. the offer and sale of the Securities are (or, with respect to Securities not yet issued, will be) registered or exempt from the registration requirements of the Securities Act, and the rules and regulations promulgated thereunder, and are (or, with respect to Securities not yet issued, will be) registered or exempt from the registration requirements of any state where Issuer from time to time will offer such Securities; 0.0.0. xx will not, during the Term, either (i) act as a “broker” or “dealer” as those terms are defined under the Exchange Act or otherwise in a similar capacity under any other Law that is not permitted, unless pursuant to an applicable exemption, or (ii) provide investment advice with respect to any Customer in respect of any Securities, or (iii) with respect to any Customer, hold or have access to any funds or Securities (it being understood that the Issuer shall not be deemed to hold or have access to funds or Securities by virtue of the Issuer’s manager or the Issuer’s Affiliates being DriveWealth Customers), or extend credit for the purpose of purchasing Securities through DriveWealth, including specifically the Securities; and 7.2.3. Issuer owns the Issuer Name, Issuer Branding, Issuer Site and Issuer Content and/or has the right to grant the licenses and/or rights of use as contemplated by this Agreement.
Appears in 5 contracts
Samples: Custody Agreement (RSE Portfolio, LLC), Custody Agreement (RSE Collection, LLC), Custody Agreement (RSE Portfolio, LLC)
Issuer Representations, Warranties and Covenants. Issuer represents, warrants and covenants to DriveWealth and the Transfer Agent that:
7.2.1. the offer and sale of the Securities are (or, with respect to Securities not yet issued, will be) registered or exempt from the registration requirements of the Securities Act, and the rules and regulations promulgated thereunder, and are (or, with respect to Securities not yet issued, will be) registered or exempt from the registration requirements of any state where Issuer from time to time will offer such Securities;
0.0.0. xx will not, during the Term, either (i) act as a “broker” or “dealer” as those terms are defined under the Exchange Act or otherwise in a similar capacity under any other Law that is not permitted, unless pursuant to an applicable exemption, or (ii) provide investment advice with respect to any Customer in respect of any Securities, or (iii) with respect to any Customer, hold or have access to any funds or Securities (it being understood that the Issuer shall not be deemed to hold or have access to funds or Securities by virtue of the Issuer’s manager or the Issuer’s Affiliates being DriveWealth Customers), or extend credit for the purpose of purchasing Securities through DriveWealth, including specifically the Securities; and
7.2.3. Issuer owns the Issuer Name, Issuer Branding, Issuer Site and Issuer Content and/or has the right to grant the licenses and/or rights of use as contemplated by this Agreement.
Appears in 3 contracts
Samples: Custody Agreement (RSE Archive, LLC), Custody Agreement (RSE Collection, LLC), Custody Agreement (RSE Innovation, LLC)
Issuer Representations, Warranties and Covenants. Issuer represents, warrants and covenants to DriveWealth that:
7.2.1. the offer and sale of the Securities are (or, with respect to Securities not yet issued, will be) registered or exempt from the registration requirements of the Securities Act, and the rules and regulations promulgated thereunder, and are (or, with respect to Securities not yet issued, will be) registered or exempt from the registration requirements of any state where Issuer from time to time will offer such Securities;
0.0.0. xx will not, during the Term, either (i) act as a “broker” or “dealer” as those terms are defined under the Exchange Act or otherwise in a similar capacity under any other Law that is not permitted, unless pursuant to an applicable exemption, or (ii) provide investment advice with respect to any Customer in respect of any Securitiessecurities, or (iii) with respect to any Customer, hold or have access to any funds or Securities securities (it being understood that the Issuer shall not be deemed to hold or have access to funds or Securities securities by virtue of the Issuer’s manager or the Issuer’s Affiliates being DriveWealth Customers), or extend credit for the purpose of purchasing Securities through DriveWealth, including specifically the Securities; and
7.2.3. Issuer owns the Issuer Name, Issuer Branding, Issuer Site and Issuer Content and/or has the right to grant the licenses and/or rights of use as contemplated by this Agreement.
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Issuer Representations, Warranties and Covenants. Issuer represents, warrants and covenants to DriveWealth that:
7.2.1. the offer and sale of the Securities are (or, with respect to Securities not yet issued, will be) registered or exempt from the registration requirements of the Securities Act, and the rules and regulations promulgated thereunder, and are (or, with respect to Securities not yet issued, will be) registered or exempt from the registration requirements of any state where Issuer from time to time will offer such Securities;
0.0.07.2.2. xx it will not, during the Term, either (i) act as a “broker” or “dealer” as those terms are defined under the Exchange Act or otherwise in a similar capacity under any other Law that is not permitted, unless pursuant to an applicable exemption, or (ii) provide investment advice with respect to any Customer in respect of any Securities, or (iii) with respect to any Customer, hold or have access to any funds or Securities (it being understood that the Issuer shall not be deemed to hold or have access to funds or Securities by virtue of the Issuer’s manager or the Issuer’s Affiliates being DriveWealth Customers), or extend credit for the purpose of purchasing Securities through DriveWealth, including specifically the Securities; and
7.2.3. Issuer owns the Issuer Name, Issuer Branding, Issuer Site and Issuer Content and/or has the right to grant the licenses and/or rights of use as contemplated by this Agreement.
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