Representations and Warranties A. JNLD. JNLD represents and warrants as follows: (1) JNLD represents and warrants that it is, and at all times when performing its functions and fulfilling its obligations under this Addendum will be, a registered broker-dealer under the 1934 Act, a member in good standing of the Financial Industry Regulatory Authority (“FINRA”), and a broker-dealer under state law to the extent necessary to perform the duties described in this Addendum. (2) JNLD represents and warrants that its producers (“Producers”) who will be accepting applications for the Contracts are and will continue to be duly registered with JNLD while providing services covered by this Addendum and that they will be representatives in good standing with registration and qualifications as required by FINRA to sell the Contracts. Producers shall also have and maintain any required variable contract sales authority for the offer and sale of Contracts. (3) JNLD shall remain in compliance with the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Securities Act of 1933, as amended (“1933 Act”), the 1934 Act, the Investment Company Act of 1940, as amended (“1940 Act”), with all rules and regulations promulgated by all regulatory agencies, organizations and bodies with jurisdiction over its activities, and with all other applicable state statutes, laws, rules and regulations governing the sale of the Contracts and all applicable state insurance laws, rules and regulations. Furthermore, JNLD represents and warrants that it has adopted internal controls which are reasonably designed to ensure compliance with Rule 22c 1, the forward pricing rule, under the 1940 Act. JNLD further represents and warrants that it has in place, and at all times during the term of this Addendum will maintain an adequate system to supervise the activities of its Producers and associated persons as required by FINRA Rules including but not limited to NASD Conduct Rules 3010 and 3012 and FINRA Rule 3130, as amended or interpreted from time to time, and any successor rules thereto, and that it is solely responsible for supervising the activities of its Producers and other associated persons in connection with the offer and sale of the Contracts or the conduct of business under this Addendum. JNLD represents and warrants that it will comply with all other applicable state and federal laws and the rules and regulations of governmental or regulatory agencies affecting or governing the sale of the Contracts includin...
Representations and Warranties A. The Consultant warrants to the Centre that: i. the service will be provided in a timely, professional and competent manner, with all due skill and care, and in accordance with applicable professional standards; ii. It has the authority and capacity to enter into this Contract. (b) The Consultant shall, if requested by the Centre, provide the Centre and/or its authorized Representative(s) with all such information in connection with the service to be provided hereunder as the Centre may from time to time reasonably require it to do. (c) The Consultant acknowledges that nothing contained in this Contract shall prejudice or affect its liability in tort to any person. (d) The Consultant acknowledges that the Centre's appointment of the Consultant relies on the Consultant's representations to the Centre in relation to the Consultant’s competence to perform the service contracted herein. The Consultant confirms that such representations are true and accurate. The Consultant shall notify the Centre immediately of any difference between such representations and the true and accurate position. The Consultant undertakes to the Centre that it has performed and that it will continue to perform the Service with the intent that no act, omission or default of the Consultant in relation thereto shall constitute, cause or contribute to any breach by the Centre of any such obligations as aforesaid.
Representations and Warranties A. The Trust hereby represents and warrants to USBGFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
Representations and Warranties A. Insurance Company represents and warrants to AFD and CRMC that: (i) each of the recitals applicable to it and/or each Account is true and correct;
Representations and Warranties A. CLIENT and IMS represent and warrant that they each have authority to enter into this Agreement and to grant the rights and license(s) provided herein. b. IMS further warrants for a period of sixty (60) days from CLIENT's receipt, that all Data provided under this Agreement will conform to the applicable IMS published specifications prevailing at the time of
Representations and Warranties A. The Fund hereby represents and warrants to Fund Services, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its respective obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its organizational documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. B. Fund Services hereby represents and warrants to the Fund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
Representations and Warranties A. All Purchased Assets. With respect to each Purchased Asset: (1)
Representations and Warranties A. Associate expressly represents and warrants that the Associate has the authority to enter into this Agreement and that the Associate is not and will not, by virtue of entering into this Agreement and consummating the transactions contemplated hereby, or otherwise, be in breach of, violate, or interfere with, any other contract, agreement, or business relations which the Associate has or had with any third party, company, agency, association, firm, person, corporation, or other entity. B. Associate has not engaged in nor will engage in any business practice or behavior nor has taken nor will take any action that has or will result in any violation of any restrictions or covenants to which Associate is subject pursuant to any agreement to which the Associate was heretofore a party.
Representations and Warranties A. The Consultant warrants to the Centre that: i. the service will be provided in a timely, professional and competent manner, with all due skill and care, and in accordance with applicable professional standards; ii. (she/he) has the authority and capacity to enter into this Contract. b. The Consultant shall, if requested by the Centre, provide the Centre and/or its authorized Representative(s) with all such information in connection with the service to be provided hereunder as the Centre may from time to time reasonably require (she/he) to do. c. The Consultant acknowledges that nothing contained in this Contract shall prejudice or affect (her/his) liability in tort to any person. d. The Consultant acknowledges that the Centre's appointment of the Consultant relies on the Consultant's representations to the Centre in relation to the Consultant’s competence to perform the service contracted herein. The Consultant confirms that such representations are true and accurate. The Consultant shall notify the Centre immediately of any difference between such representations and the true and accurate position. e. The Consultant undertakes to the Centre that (she/he) has performed and that (she/he) will continue to perform the Service with the intent that no act, omission or default of the Consultant in relation thereto shall constitute, cause or contribute to any breach by the Centre of any such obligations as aforesaid.
Representations and Warranties A. Company warrants and represents that the transactions contemplated hereby: 1. Are within the corporate powers of the Company and have been duly authorized by all necessary corporate action of the Company. 2. Constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms. 3. Do not and will not conflict with, result in a breach in any of the provisions of, or constitute a default under the provisions of any law, regulation, licensing requirement, charter provision, by-law or other instrument applicable to the Company or its employees or to which the company is a party or may be bound. B. Manager warrants and represents that the transactions contemplated hereby: 1. Are within the corporate powers o! the Manager and have been duly authorized by all necessary corporate action of the Manager; and Manager is duly authorized to execute this Agreement on behalf of, and to bind, all entities identified as Manager in this Agreement. 2. Constitute the legal, valid and binding obligations of the Manager, enforceable against it in accordance with their terms. 3. Do not and will not conflict with, result in a breach in any of the provisions of, or constitute a default under the provisions of any law, regulation, licensing requirement, charter provision, by-law or other instrument applicable to the Manager or its employees or to which the Manager is a part or may be bound. · C. Manager warrants and represents that: 1. It currently holds all necessary licenses or authority necessary to carry out its duties and obligations under this Agreement. 2. Neither Manager, its officers: directors or other principals, nor any of its employees has been convicted of any criminal felony involving dishonesty or a breach of trust, or convicted of a crime under 18 U.S. Code Section 1033 and gives Company the authority to verify same. 3. Manager hereby gives Company the right to verify information about Manager, its officers, directors or other principals by obtaining and using consumer reports, investigative reports, credit reports, D&B reports, criminal background checks or any other similar type of report or check. D. Manager warrants and represents that: 1. It has the proper right and interest in the business contemplated herein in order to place the business under this Agreement. 2. The business placed under this. Agreement and the incorporated Endorsements is not subject to another entity's claim of interest, including but no...
