MARKETING MATERIALS AND REPRESENTATIONS. (a) The Participant represents and warrants that it will not make any representations concerning a Fund, Creation Units or Shares, other than those consistent with the Prospectus or any Marketing Materials (as defined below) furnished to the Participant by the Distributor.
(b) The Participant agrees not to furnish, or cause to be furnished by it or its employees, to any person, or to display or publish, any information or materials relating to a Fund or the Shares, including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials (“Marketing Materials”), unless (i) such Marketing Materials: (a) are either furnished to the Participant by the Distributor, or (b) if prepared by the Participant, are consistent in all material respects with the Prospectus, and clearly indicate that such Marketing Materials are prepared and distributed by the Participant, and (ii) Participant and such Marketing Materials prepared by the Participant comply with applicable FINRA rules and regulations. The Participant shall file all such Marketing Materials that it prepares with FINRA, if required by applicable laws, rules or regulations.
(c) The Trust represents and warrants that (i) the Prospectus is effective, no stop order of the SEC has been issued, no proceedings for such purpose have been instituted or, to its knowledge, are being contemplated; (ii) the Prospectus conforms in all material respects to the requirements of all applicable law, and the rules and regulations of the SEC thereunder and does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the Shares, when issued and delivered against payment of consideration thereof, as provided in this Agreement, will be duly and validly authorized, issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights; (iv) no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance and sale of the Shares, except the registration of the Shares under the 1933 Act; (v) Shares will be approved for listing on a national exchange; (vi) it will not lend Fund securities p...
MARKETING MATERIALS AND REPRESENTATIONS a. The Participant represents, warrants and agrees that it will not make any representations concerning Shares other than those consistent with the Trust’s then-current Prospectus or promotional materials or sales literature furnished to the Participant by the Trust or the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Trust or the Distributor and such other information and materials as may be approved in writing by the Trust or the Distributor. The Participant understands that the Trust and the Funds will not be advertised or marketed as open-end investment companies (i.e., as mutual funds) which offer redeemable securities, and that any advertising materials will prominently disclose that the individual Shares are not redeemable units of beneficial interest in the Trust. In addition, the Participant understands that any advertising material that addresses redemptions of Shares and the Prospectus will disclose that Shares are not individually redeemable and that the owners of Shares may acquire Shares and tender Shares for redemption to the Trust in Creation Units only.
b. Notwithstanding anything to the contrary in this Agreement, the Participant and its affiliates may prepare and circulate in the regular course of their businesses research reports and other similar material that includes information, opinions or recommendations relating to the Shares (“Section 8.b Materials”), provided that such materials comply with applicable Law.
c. Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” or any similar designation, in any materials relating to any Fund, the Trust, including as may be necessary to meet applicable legal and/or regulatory requirements.
MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that it will not make any representations concerning Fund Shares, the Trust or the Funds, other than those contained in the Funds’ then current Prospectuses or in any promotional materials or sales literature furnished to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands that the Fund will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, and that any advertising materials will prominently disclose that the Fund Shares are not individually redeemable. In addition, the Participant understands that any advertising material that addresses redemption of Fund Shares will disclose that Fund Shares may be tendered for redemption to the issuing Fund only in Creation Units. Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Fund Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Fund Shares with other products and are not used for purposes of marketing Fund Shares and (ii) for internal use by the Participant.
MARKETING MATERIALS AND REPRESENTATIONS. The Participant shall not make any representations concerning Fund Shares, the Trust, or the Funds (other than those contained in or consistent with the Funds’ then current Prospectuses or in any promotional materials or sales literature furnished to the Participant by the Distributor). The Participant shall not furnish (or cause to be furnished) to any person (nor shall it display or publish) any information or materials relating to Fund Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Fund shall not be advertised or marketed as an open-end investment company (i.e., as a mutual fund), and all advertising materials will prominently disclose that the Fund Shares are not individually redeemable. In addition, any advertising material that addresses redemption of Fund Shares will disclose that Fund Shares may be tendered for redemption to the issuing Fund only in Creation Units. Notwithstanding the foregoing, the Participant may (in the regular course of its business and without the written approval of the Distributor) prepare and circulate research reports that include information, opinions, or recommendations relating to Fund Shares (i) for public dissemination, provided that such research reports comply with Applicable Law and (ii) for internal use by the Participant.
MARKETING MATERIALS AND REPRESENTATIONS. (a) The Participant represents, warrants, and agrees that it will not make any representations concerning a Vanguard Fund's ETF Shares other than those contained in the Fund's then-current Prospectus or in any promotional materials or sales literature furnished or approved by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Vanguard ETF Authorized Participant Agreement Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except information and materials furnished to the Participant by the Distributor or approved in writing by the Distributor.
(b) Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Vanguard ETF Shares (i) for internal use by the Participant, or (ii) for public dissemination, provided that such research reports compare the relative merits and benefits of Vanguard ETF Shares with other products and are not used for purposes of marketing Vanguard ETF Shares.
(c) The Participant understands and acknowledges that Vanguard ETFs may not be advertised or marketed as "mutual funds" and that any advertising materials must disclose that Vanguard ETF Shares are not individually redeemable and can be redeemed only in Creation Unit-size aggregations.
MARKETING MATERIALS AND REPRESENTATIONS. (a) The Participant represents, warrants, and agrees that it will not make any representations concerning Vanguard ETF Shares other than those contained in the Funds' then-current Prospectus or in any promotional materials or sales literature furnished or approved by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to Vanguard ETF Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except information and materials furnished to the Participant by the Distributor or approved in writing by the Distributor.
(b) Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Vanguard ETF Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Vanguard ETF Shares with other products and are not used for purposes of marketing Vanguard ETF Shares and (ii) for internal use by the Participant.
MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents, warrants, and agrees that it will not make any representations concerning Fund Shares, the Trust or the Funds, other than those contained in a Fund’s Prospectus or in Marketing Materials (as defined below) provided to the Participant by the Distributor. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to a Fund or Fund Shares, including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials (“Marketing Materials”), except such Marketing Materials as may be provided to the Participant by the Distributor and such other information and materials as may be approved in writing by the Distributor. The Participant understands and agrees that the Fund will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, and that any advertising materials will prominently disclose that the Fund Shares are not individually redeemable. In addition, the Participant understands and agrees that any advertising material that addresses redemption of Fund Shares will disclose that Fund Shares may be tendered for redemption to the issuing Fund only in Creation Units. Notwithstanding the foregoing, the Participant may, without the written approval of the Distributor, prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Fund Shares (i) for public dissemination, provided that such research reports compare the relative merits and benefits of Fund Shares with other products and are not used for purposes of marketing Fund Shares and (ii) for internal use by the Participant, as long as such information is consistent with the Prospectus.
MARKETING MATERIALS AND REPRESENTATIONS. (a) The Participant represents, warrants, and agrees that it will not make any representations concerning a Vanguard Fund’s ETF Shares other than those consistent with Authorized Participant Agreement Page 7 of 12 the Fund’s then-current Prospectus or in any promotional materials or sales literature furnished by the Distributor (“Distributor Materials”). The Participant agrees not to furnish or cause to be furnished to any person or display or publish any written information or materials relating to Vanguard ETF Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs, or other similar materials), except for information and materials that are (i) consistent with Distributor Materials, and (ii) comply with any applicable laws and rules regarding marketing and advertising; provided however, the Participant may furnish written materials of any kind that generally mention a Fund without recommending the Fund (including in connection with a list of products sold through the Participant or in the context of asset allocation), materials prepared and used for the Participant’s internal use only, and research reports.
(b) Notwithstanding the foregoing, the Participant may without the written approval of the Distributor prepare and circulate in the regular course of its business research reports that include information, opinions, or recommendations relating to Vanguard ETF Shares for internal use by the Participant, or for public dissemination, provided that such research reports comply with applicable law.
(c) The Participant understands and acknowledges that Vanguard ETFs may not be advertised or marketed as “mutual funds” and that any advertising materials must disclose that Vanguard ETF Shares are not individually redeemable and can be redeemed only in Creation Unit-size aggregations.
MARKETING MATERIALS AND REPRESENTATIONS. Assuris shall submit to Banuestra for its prior approval all marketing materials, press releases, public statements, brochures, advertisements, and other materials which include any Banuestra Marks (defined below) or which describe, market, advertise, mention or promote the Banuestra Services or Conexión El Banco. Banuestra’s approval of such materials shall not be unreasonably withheld or delayed. Neither Assuris nor any of its employees or sales or marketing representatives shall make any representations regarding the Banuestra Services or Conexión El Banco which are untrue, misleading or inconsistent with the materials regarding such products and services provided by Banuestra to Assuris. Assuris shall not makes any warranties regarding any products or services to be provided by Banuestra except as approved in writing by Banuestra.
MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents and warrants that it will not make any representations concerning a Fund, Creation Units or Shares, other than those consistent with the Prospectus or any Marketing Materials (as defined below) furnished to the Participant by the Distributor. The Participant agrees not to furnish, or cause to be furnished by it or its employees, to any person, or to display or publish, any information or materials relating to a Fund or the Shares, including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials (“Marketing Materials”), unless such Marketing Materials: (i) are either furnished to the Participant by the Distributor, or, if prepared by the Participant, are consistent in all material respects with the Prospectus, and have been approved by the Distributor in writing prior to use and clearly indicate that such Marketing Materials are prepared and distributed by the Participant, and (ii) comply with applicable FINRA Conduct Rules. The Participant shall file all such Marketing Materials that it prepares with FINRA, if required by applicable laws, rules or regulations. Notwithstanding anything to the contrary in this Agreement, Marketing Materials shall not include (i) written materials of any kind that generally mention a Fund without recommending the Fund (including in connection with a list of products sold through Participant or in the context of asset allocations), (ii) materials prepared and used for the Participant’s internal use only, (iii) brokerage communications, including correspondence and institutional communications, as defined under FINRA rules, prepared by the Participant in the normal course of its business, and (iv) research reports; provided, however, that any such materials prepared by Participant comply with applicable FINRA Conduct Rules and other applicable laws, rules and regulations.
