No Misrepresentations; Disclosure Sample Clauses

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
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No Misrepresentations; Disclosure. The Broker-Dealer, through the 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 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 FUSI 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 FUSI 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 FUSI or the Insurance Company. The Broker-Dealer shall immediately cease using, and shall cause the Representatives to immediately cease using, any Disclosure Material previously approved ALLMERICA DRAFT MARCH 16, 2000 by FUSI or the Insurance Company upon receipt of an oral or written instruction to do so by FUSI or the Insurance Company. FUSI agrees to follow-up in writing within three business days any such oral instruction from FUSI 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, FUSI, state insurance departments, the NASD, the SEC and any other regulatory agency which has regulatory authority over the Insurance Company or FUSI.
Sample 1

Related to No Misrepresentations; Disclosure

  • No Misrepresentations The reports and other submittals by Seller to Buyer under this Agreement are not false or misleading in any material respect.

  • 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 (a) There shall have been no material breach by any ACME Entity in the performance of any of its respective covenants and agreements contained herein. (b) Each of the representations and warranties of the ACME Entities contained or referred to herein that is not qualified as to materiality or Material Adverse Effect shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct in all material respects as of such specified date or time), and each of the representations and warranties of the ACME Entities contained or referred to herein that is qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on the Closing Date as though made on the Closing Date, except in any case for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer. (c) The ACME Entities shall have delivered to Buyer certificates, dated as of the Closing Date, signed on behalf of each ACME Entity by its respective President or any Vice President, certifying that the conditions described in subsections (a) and (b) above have been satisfied.

  • Misrepresentation A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

  • 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.

  • FALSE STATEMENTS; BREACH OF REPRESENTATIONS The Parties acknowledge that this Agreement has been negotiated, and is being executed, in reliance upon the information contained in the Application, and any supplements or amendments thereto, without which the Comptroller would not have approved this Agreement and the District would not have executed this Agreement. By signature to this Agreement, the Applicant: A. represents and warrants that all information, facts, and representations contained in the Application are true and correct to the best of its knowledge; B. agrees and acknowledges that the Application and all related attachments and schedules are included by reference in this Agreement as if fully set forth herein; and C. acknowledges that if the Applicant submitted its Application with a false statement, signs this Agreement with a false statement, or submits a report with a false statement, or it is subsequently determined that the Applicant has violated any of the representations, warranties, guarantees, certifications, or affirmations included in the Application or this Agreement, the Applicant shall have materially breached this Agreement and the Agreement shall be invalid and void except for the enforcement of the provisions required by Section 9.2 of this Agreement.

  • 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;

  • Confidentiality and Disclosure of Offering Materials by Potential Investor Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLL, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s Representative (if any), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, the such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor.

  • 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.

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