Registration of Shares. Upon request, we shall notify you of the states or other jurisdictions in which each Fund’s shares are currently noticed, registered or qualified for offer or sale to the public. We shall have no obligation to make notice filings of, register or qualify, or to maintain notice filings of, registration of or qualification of, Fund shares in any particular state or other jurisdiction. We shall have no responsibility, under the laws regulating the sale of securities in any U.S. or foreign jurisdiction, for the registration, qualification or licensed status of persons offering or selling Fund shares or for the manner of offering or sale of Fund shares. If it is necessary to file notice of, register or qualify Fund shares in any foreign jurisdictions in which you intend to offer the shares of any Funds, it will be your responsibility to arrange for and to pay the costs of such notice filing, registration or qualification; prior to any such notice filing, registration or qualification, you will notify us of your intent and of any limitations that might be imposed on the Funds, and you agree not to proceed with such notice filing, registration or qualification without the written consent of the applicable Funds and of ourselves. Except as stated in this section, we shall not, in any event, be liable or responsible for the issue, form, validity, enforceability and value of such shares or for any matter in connection therewith, and no obligation not expressly assumed by us in this Agreement shall be implied. Nothing in this Agreement shall be deemed to be a condition, stipulation or provision binding any person acquiring any security to waive compliance with any provision of the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act, the rules and regulations of the SEC, or any applicable laws or regulations of any government or authorized agency in the U.S. or any other country having jurisdiction over the offer or sale of shares of the Funds, or to relieve the parties hereto from any liability arising under such laws, rules and regulations.
Appears in 28 contracts
Samples: Selling Agreement (Franklin Templeton Variable Insurance Products Trust), Selling Agreement (Franklin Investors Securities Trust), Selling Agreement (Franklin Templeton ETF Trust)
Registration of Shares. Upon request, we shall notify you of the states or other jurisdictions in which each Fund’s 's shares are currently noticed, registered or qualified for offer or sale to the public. We shall have no obligation to make notice filings of, register or qualify, or to maintain notice filings of, registration of or qualification of, Fund shares in any particular state or other jurisdiction. We shall have no responsibility, under the laws regulating the sale of securities in any U.S. or foreign jurisdiction, for the registration, qualification or licensed status of persons offering or selling Fund shares or for the manner of offering or sale of Fund shares. If it is necessary to file notice of, register or qualify Fund shares in any foreign jurisdictions in which you intend to offer the shares of any Funds, it will be your responsibility to arrange for and to pay the costs of such notice filing, registration or qualification; prior to any such notice filing, registration or qualification, you will notify us of your intent and of any limitations that might be imposed on the Funds, and you agree not to proceed with such notice filing, registration or qualification without the written consent of the applicable Funds and of ourselves. Except as stated in this section, we shall not, in any event, be liable or responsible for the issue, form, validity, enforceability and value of such shares or for any matter in connection therewith, and no obligation not expressly assumed by us in this Agreement shall be implied. Nothing in this Agreement shall be deemed to be a condition, stipulation or provision binding any person acquiring any security to waive compliance with any provision of the Securities Act of 1933, as amended (the “"1933 Act”"), the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), the 1940 Act, the rules and regulations of the SECU.S. Securities and Exchange Commission, or any applicable laws or regulations of any government or authorized agency in the U.S. or any other country having jurisdiction over the offer or sale of shares of the Funds, or to relieve the parties hereto from any liability arising under such laws, rules and regulations.
Appears in 19 contracts
Samples: Dealer Agreement (Fti Funds), Dealer Agreement (Franklin New York Tax Free Trust), Dealer Agreement (Franklin California Tax Free Trust)
Registration of Shares. Upon request, we shall notify you of the states or other jurisdictions in which each Fund’s 's shares are currently noticed, registered or qualified for offer or sale to the public. We shall have no obligation to make notice filings of, register or qualify, or to maintain notice filings of, registration of or qualification of, Fund shares in any particular state or other jurisdiction. We shall have no responsibility, under the laws regulating the sale of securities in any U.S. or foreign jurisdiction, for the registration, qualification or licensed status of persons offering or selling Fund shares or for the manner of offering or sale of Fund shares. If it is necessary to file notice of, register or qualify Fund shares in any foreign jurisdictions in which you intend to offer the shares of any Funds, it will be your responsibility to arrange for and to pay the costs of such notice filing, registration or qualification; prior to any such notice filing, registration or qualification, you will notify us of your intent and of any limitations that might be imposed on the Funds, and you agree not to proceed with such notice filing, registration or qualification without the written consent of the applicable Funds and of ourselves. Except as stated in this section, we shall not, in any event, be liable or responsible for the issue, form, validity, enforceability and value of such shares or for any matter in connection therewith, and no obligation not expressly assumed by us in this Agreement shall be implied. Nothing in this Agreement shall be deemed to be a condition, stipulation or provision binding any person acquiring any security to waive compliance with any provision of the Securities Act of 1933, as amended (the “"1933 Act”"), the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), the 1940 Act, the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), or any applicable laws or regulations of any government or authorized agency in the U.S. or any other country having jurisdiction over the offer or sale of shares of the Funds, or to relieve the parties hereto from any liability arising under such laws, rules and regulations.
Appears in 10 contracts
Samples: Selling Agreement (Templeton Capital Accumulator Fund), Selling Agreement (Franklin New York Tax Free Trust), Selling Agreement (Franklin Floating Rate Trust)
Registration of Shares. Upon request16.1 The Company shall, we shall notify you of as soon as practicable after the states or other jurisdictions in which each Fund’s shares are currently noticeddate hereof, cause the Shares underlying the Option to be registered or qualified for offer or sale with the Securities and Exchange Commission. The Option is subject to the public. We shall have no obligation to make notice filings ofrequirement that, register or qualifyif at any time the Committee determines, or to maintain notice filings ofin its discretion, registration of or qualification of, Fund shares in any particular state or other jurisdiction. We shall have no responsibility, under that the laws regulating the sale of securities in any U.S. or foreign jurisdiction, for the registration, qualification or licensed status of persons offering or selling Fund shares or for the manner of offering or sale of Fund shares. If it is necessary to file notice of, register or qualify Fund shares in any foreign jurisdictions in which you intend to offer the shares of any Funds, it will be your responsibility to arrange for and to pay the costs of such notice filing, registration or qualification; prior to any such notice filing, registration or qualification, you will notify us of your intent and of any limitations that might be imposed on the Funds, and you agree not to proceed with such notice filinglisting, registration or qualification without of Shares issuable pursuant to this Agreement is required by any securities exchange or under any state or federal law, or the written consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the applicable Funds and issuance of ourselves. Except as stated in this sectionShares, we no payment shall notbe made or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any event, conditions as acceptable to the Committee. The Board may make such changes to the Option as may be liable necessary or responsible for appropriate to comply with the issue, form, validity, enforceability rules and value regulations of such shares or for any matter in connection therewith, and no obligation not expressly assumed by us governmental authority.
16.2 Notwithstanding anything contained in this Agreement shall be implied. Nothing to the contrary, in the event that the disposition of Shares acquired pursuant to this Agreement shall be deemed to be is not covered by a condition, stipulation or provision binding any person acquiring any security to waive compliance with any provision of then current registration statement under the Securities Act of 1933, as amended (the “1933 "Securities Act”"), and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required by the Securities Exchange Act of 1934and Rule 144 or other regulations thereunder. The Committee may require the Optionee, as amended (a condition precedent to receipt of Shares hereunder, to represent and warrant to the “1934 Act”), Company in writing that the 1940 Act, Shares acquired by him are acquired without a view to any distribution thereof and will not be sold or transferred other than pursuant to an effective registration thereof under said Act or pursuant to an exemption applicable under the Securities Act or the rules and regulations promulgated thereunder. The certificates evidencing any of the SEC, or any applicable laws or regulations of any government or authorized agency in the U.S. or any other country having jurisdiction over the offer or sale of shares of the Funds, or such Shares shall be appropriately amended to relieve the parties hereto from any liability arising under such laws, rules and regulationsreflect their status as restricted securities as aforesaid.
Appears in 3 contracts
Samples: Nonqualified Stock Option Agreement (Theglobe Com Inc), Nonqualified Stock Option Agreement (Theglobe Com Inc), Nonqualified Stock Option Agreement (Theglobe Com Inc)
Registration of Shares. Upon request, we shall notify you of the states or other jurisdictions in which each Fund’s shares are currently noticed, registered or qualified for offer or sale to the public. We shall have no obligation to make notice filings of, register or qualify, or to maintain notice filings of, registration of or qualification of, Fund shares in any particular state or other jurisdiction. We shall have no responsibility, under the laws regulating the sale of securities in any U.S. or foreign jurisdiction, for the registration, qualification or licensed status of persons offering or selling Fund shares or for the manner of offering or sale of Fund shares. If it is necessary to file notice of, register or qualify Fund shares in any foreign jurisdictions in which you intend to offer the shares of any Funds, it will be your responsibility to arrange for and to pay the costs of such notice filing, registration or qualification; prior to any such notice filing, registration or qualification, you will notify us of your intent and of any limitations that might be imposed on the Funds, and you agree not to proceed with such notice filing, registration or qualification without the written consent of the applicable Funds and of ourselves. Except as stated in this section, we shall not, in any event, be liable or responsible for the issue, form, validity, enforceability and value of such shares or for any matter in connection therewith, and no obligation not expressly assumed by us in this Agreement shall be implied. Nothing in this Agreement shall be deemed to be a condition, stipulation or provision binding any person acquiring any security to waive compliance with any provision of the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act, the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), or any applicable laws or regulations of any government or authorized agency in the U.S. or any other country having jurisdiction over the offer or sale of shares of the Funds, or to relieve the parties hereto from any liability arising under such laws, rules and regulations.
Appears in 1 contract
Registration of Shares. Upon request, we shall notify you of the states or other jurisdictions in which each Fund’s shares are currently noticed, registered or qualified for offer or sale to the public. We shall have no obligation to make notice filings of, register or qualify, or to maintain notice filings of, registration of or qualification of, Fund shares in any particular state or other jurisdiction. We shall have no responsibility, under the laws regulating the sale of securities in any U.S. or foreign jurisdiction, for the registration, qualification or licensed status of persons offering or selling Fund shares or for the manner of offering or sale of Fund shares. If it is necessary to file notice of, register or qualify Fund shares in any foreign jurisdictions in which you intend to offer the shares of any Funds, it will be your responsibility to arrange for and to pay the costs of such notice filing, registration or qualification; prior to any such notice filing, registration or qualification, you will notify us of your intent and of any limitations that might be imposed on the Funds, and you agree not to proceed with such notice filing, registration or qualification without the written consent of the applicable Funds and of ourselves. Except as stated in this section, we shall not, in any event, be liable or responsible for the issue, form, validity, enforceability and value of such shares or for any matter in connection therewith, and no obligation not expressly assumed by us in this Agreement shall be implied. Nothing in this Agreement shall be deemed to be a condition, stipulation or provision binding any person acquiring any security to waive compliance with any provision of the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act, the rules and regulations of the SEC, SEC or any applicable laws or regulations of any government or authorized agency in the U.S. or any other country having jurisdiction over the offer or sale of shares of the Funds, or to relieve the parties hereto from any liability arising under such laws, rules and regulations. Correspondent Relationships. If you maintain relationships with unaffiliated introducing brokers or dealers or unaffiliated brokers or dealers who clear through you (“Correspondent” or “Correspondents”), you:
(a) acknowledge that certain of your Correspondents have not entered into a Selling Agreement or a Shareholder Services Agreement with us and;
(b) represent and warrant that your contract with each Correspondent requires each Correspondent to comply with applicable law, including but not limited to anti-money laundering, each Fund’s registration statement, each Fund’s polices against late trading and market timing, and with the terms of this Agreement and;
(c) represent and warrant that you maintain a due diligence process in evaluating and monitoring each Correspondent’s compliance procedures, including procedures to comply with applicable law, including but not limited to anti-money laundering, each Fund’s registration statement, each Fund’s polices against late trading and market timing, and with the terms of this Agreement and;
(d) represent that that you will indemnify and hold harmless each Fund, us, and each officer, employee, affiliate and our agents from and against any and all claims, demands, actions, losses, damages, liabilities, or costs, charges, counsel fees, and expenses of any nature arising out of any act or omission by a Correspondent in violation of applicable law, including but not limited to anti-money laundering, each Fund’s registration statement, each Fund’s polices against late trading and market timing, and with the terms of this Agreement to the same extent as if you had committed such act or omission.
Appears in 1 contract
Samples: Selling Agreement (Franklin Lexington Private Markets Fund)