No Misrepresentations; Disclosure Sample Clauses

No Misrepresentations; Disclosure. Broker-Dealer, through the --------------------------------- Registered Representatives or otherwise, shall not (a) make any misrepresentation of a material fact with respect to the Products or omit to state a material fact necessary to make statements made with respect to a Product in light of the circumstances in which they were made, not misleading or (b) otherwise engage in any deceptive or misleading practice or activity in connection with the offer and the sale of the Products. Broker-Dealer, through the Registered Representatives or otherwise, shall not: (a) give any oral information or make any representations or statements in connection with the offer or sale of a Product that is not the same as, or based solely on the then current version provided by USA or Insurance Company of the registration statement, Prospectus or statement of additional information, as the case may be, relating to the such Product, or (b) provide prospective purchasers of the Products or otherwise utilize in connection with the offer of sale of the Products any advertising materials, sales literature, signage or other promotional material written, electronic, graphic or audio visual materials other than materials supplied by, or approved in writing in advance by USA or Insurance Company (the "Disclosure Material"). Broker-Dealer shall not modify in any way any Disclosure Material which as been approved for use by Broker- Dealer by USA or Insurance Company. Broker-Dealer shall, and shall cause the Registered Representatives to immediately cease using any Disclosure Materials previously approved by USA or Insurance Company upon receipt of an oral or written instruction to do so by USA or Insurance Company. USA agrees to follow-up in writing within three business days any such oral instruction from USA to discontinue such use. Broker-Dealer will maintain complete records indicating the manner and extent of distribution of any such Disclosure Materials, will make such records available to Insurance Company, USA and state insurance departments, the NASD the SEC and other regulatory agencies, which have regulatory authority over Insurance Company or USA.
Sample 1
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No Misrepresentations; Disclosure. The Broker-Dealer, through the Registered Representatives or otherwise, shall not (a) make any misrepresentation of a material fact with respect to the Products or omit to state a material fact necessary to make statements made with respect to a Product in light of the circumstances in which they were made, not misleading or (b) otherwise engage in any deceptive or misleading practice or activity in connection with the offer and the sale of the Products. The Broker-Dealer, through the Registered Representatives or otherwise, shall not: (a) give any oral information or make any representations or statements in connection with ALLMERICA DRAFT DECEMBER 15, 1999 the offer or sale of a Product that is not the same as, or based solely on the then current version provided by FUS or the Insurance Company of the registration statement, Prospectus or statement of additional information, as the case may be, relating to the such Product, or (b) provide prospective purchasers of the Products or otherwise utilize in connection with the offer of sale of the Products any advertising materials, sales literature, signage or other promotional material, written, electronic, graphic or audio visual materials other than materials supplied by, or approved in writing in advance, by FUS or the Insurance Company (the "Disclosure Material"). The Broker-Dealer shall not modify in any way any Disclosure Material which has been approved for use by the Broker-Dealer by FUS or the Insurance Company. The Broker-Dealer shall immediately cease using, and shall cause the Registered Representatives to immediately cease using, any Disclosure Material previously approved by FUS or the Insurance Company upon receipt of an oral or written instruction to do so by FUS or the Insurance Company. FUS agrees to follow-up in writing within three business days any such oral instruction from FUS or the Insurance Company to discontinue such use. The Broker-Dealer will maintain complete records indicating the manner and extent of distribution of any such Disclosure Material, and will make such records available to the Insurance Company, FUS, state insurance departments, the NASD, the SEC and any other regulatory agency which has regulatory authority over the Insurance Company or FUS.
Sample 1

Related to No Misrepresentations; Disclosure

  • No Misrepresentations All representations, warranties and statements made by any Seller in this Agreement are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make any such representation, warranty or statement, in light of the circumstances under which they were made, not materially misleading.

  • No Misrepresentation The representations and warranties of the Company contained in this Agreement, any schedule, annex or exhibit hereto and any agreement, instrument or certificate furnished by the Company to the Investors pursuant to this Agreement, do not contain any 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.

  • Misrepresentations Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

  • No Misrepresentation or Breach of Covenants and Warranties The representations and warranties of the Company and the Sellers made in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: (a) as of the date hereof; and (b) on and as of the Closing Date, as though made on such date, except (in the case of both clauses (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which shall be true and correct as of such respective date) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date, and the Company shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

  • Misrepresentation Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

  • No Fraud or Misrepresentation To the best of the Seller’s knowledge, each Receivable that was originated by a Dealer was sold by the Dealer to the Seller and by the Seller to the Purchaser without any fraud or misrepresentation on the part of such Dealer or the Seller, respectively.

  • No Untrue Information Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading;

  • ADV Disclosure The Adviser has provided the Trust with a copy of its Form ADV as most recently filed with the Commission and will, promptly after filing any amendment to its Form ADV with the Commission, furnish a copy of such amendments to the Trust. The information contained in the Adviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

  • Survival of Representations and Warranties; Duty to Update Information All representations and warranties made by the Subadviser, the Adviser and the Trust pursuant to the recitals above and Sections 6, 7 and 8, respectively, shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.

  • Disclosure; No Material Misstatements The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

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