Representations and Warranties of Broker. Broker represents and warrants as follows:
(a) Broker is a corporation or other entity duly organized, validly existing and in good standing under the laws of the state of its organization or incorporation and has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All proceedings on the part of Broker necessary to authorize this Agreement and the transactions contemplated hereby have been duly and validly taken. This Agreement has been duly and validly authorized, executed and delivered by Broker, constitutes the legal, valid and binding agreement and obligation of Broker, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, including, without limitation laws regarding fraudulent or preferential transfers, or by the principles governing the availability of equitable remedies.
(b) Neither the execution and delivery of this Agreement by Broker nor the consummation of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the governing instruments of Broker, each as amended to date; (ii) require any consent, approval, authorization or permit from, or filing with or notification to, any United States or foreign governmental or regulatory authority or other third party, including the Securities and Exchange Commission, and the National Association of Securities Dealers by Broker; (iii) result in a breach of the terms, conditions or provisions of, constitute a default (or an event which, upon notice or lapse of time or both, would constitute a default) under or cause, permit or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any material agreement or other material instrument or obligation to which Broker is a party or by which Broker is bound; or (iv) conflict with or result in a violation of any provision of (A) any statute, rule, regulation or ordinance which conflict or violation might have a material adverse impact on Broker, including the Rules of the National Association of Securities Dealers and the Rules and Regulations of the Commission or (B) any material order, writ, injunction, judgment, award, decree, permit or license applicable to Broker or any of Broker’s properties or assets.
(c) Broker is familiar with the terms of the Wa...
Representations and Warranties of Broker. Broker hereby represents, warrants and covenants to Plaza, as of the time any loan application is submitted to Plaza, and as of the time any such Loan is funded and closed through the life of such Loan, that:
Representations and Warranties of Broker. Broker represents and warrants that as of the date of this Trading Plan it has implemented reasonable policies and procedures, taking into consideration the nature of Broker’s business, to ensure that individuals making investment decisions will not violate the laws prohibiting trading on the basis of material nonpublic information. These policies and procedures include those that restrict any purchase or sale, or cause any purchase or sale, of any security as to which Broker has material nonpublic information, as well as those that prevent such individuals from becoming aware of or in possession of such material nonpublic information.
Representations and Warranties of Broker. Broker warrants and represents as follows:
5.1 Broker is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Broker has all requisite corporate power and authority to enter into and perform this Agreement and consummate the transactions contemplated hereby. Broker is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business, or its ownership or leasing of property, requires such qualification.
5.2 The execution and delivery of this Agreement by Broker, the performance by it of its obligations hereunder, and the transactions contemplated hereby, have been duly and validly authorized by all requisite corporate action on the part of Broker. This Agreement will be a valid and binding obligation of Broker, enforceable against Broker in accordance with its terms, except as such enforceability may be limited by equitable principles and pursuant to bankruptcy, insolvency and similar laws.
5.3 There is no judgment, order, injunction or decree of any court, governmental authority or regulatory agency to which Broker is subject that would materially and adversely affect or restrict its ability to consummate the transactions contemplated by this Agreement.
Representations and Warranties of Broker. Broker represents and warrants that it is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”) and a registered broker-dealer under the Securities Exchange Act of 1934, as amended and under state securities laws of the applicable states in which the Shares will be solicited for sale. Broker covenants and agrees to solicit offers to sell the Shares from the Sellers in such a manner so as not to render unavailable the exemptions from registration and qualification requirements under federal and applicable state securities laws relied upon in connection with such solicitation.
Representations and Warranties of Broker. Broker makes the following representations, warranties and covenants to Lender with regard to each Loan and Application submitted to Lender for underwriting, purchase and funding that the following are true, complete and correct in all respects as of the date of such submission, as if such warranties, representations and covenants are again made by the Broker on those dates and shall continue to be valid and accurate throughout the entire lending process. The Broker further warrants, represents and covenant that at all times both before and after Closing of each Loan and with respect to this Agreement and each Loan that:
Representations and Warranties of Broker. Broker represents and warrants that:
(1) It is duly organized and existing and in good standing under the laws of the State of _________________.
(2) It is empowered by its organizational documents to enter into and perform under this Agreement.
(3) This Agreement has been fully authorized, executed and delivered by Broker and constitutes a legal, valid and binding agreement enforceable in accordance with its terms.
(4) The execution, delivery and performance by Broker of this Agreement shall not violate any provision of current law, including, without limitation, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); the Internal Revenue Code of 1986, as amended (the "Code"); any federal or state or other jurisdiction's securities law or regulation; any order, rule or regulation of any court or governmental or regulatory body; or any agreement or instrument to which Broker is a party or by which Broker is bound.
(5) It currently is, and shall continue to be during the term of this Agreement, registered as a broker-dealer under the Exchange Act and any applicable State securities laws, and is and will continue to be a member of the NASD.
(6) It will use its best efforts to meet business goals and standards pertaining to the Products and Services, as mutually agreed upon from time to time between the parties, with respect to the activities it performs pursuant to this Agreement.
Representations and Warranties of Broker. 7 7.1 Organization........................................................................................7 7.2
Representations and Warranties of Broker. To induce Owner to enter into this Agreement, Broker makes the following representations and warranties, which shall survive the execution and expiration or earlier termination of this Agreement:
Representations and Warranties of Broker. BROKER represents and warrants to H&N that it:
a. Has been issued Motor Property Broker Authority in Permit No. MC- by the Federal Motor Carrier Safety Administration or its predecessor agency, and such authority is now, and will continue during the term of this Agreement to be, valid and subsisting.
b. Has been issued appropriate operating authorities, licenses, certificates or permits for operations in the states and provinces where the operations contemplated by this Agreement shall be performed.
c. Has and will maintain, while this Agreement remains in effect, the public liability and cargo insurance described in paragraphs (8) and (9) of this Agreement.
d. Makes the representations herein for the purpose of inducing H&N to enter into this Agreement.
e. Has authorized the person(s) executing this Agreement to do so on BROKER’S behalf. Transportation Agreement (Broker / Broker) Page 2 f. Is in compliance with all applicable federal, state, provincial and local laws relating to its service and the performance of this Agreement and will remain in compliance with all such laws during the entire term of this Agreement.
