Representations and Warranties of Dealer. Dealer represents and warrants to Company on the date hereof that:
(a) it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance;
(b) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any material contractual restriction binding on or affecting it or any of its assets;
(c) all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and
(d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
Representations and Warranties of Dealer. Dealer represents and warrants to the Company and the Dealer Manager and agrees that:
A. Dealer will undertake all reasonable investigation, review, and inquiry to ensure, to the best of its reasonable knowledge and belief, that the investment is suitable for such potential investor upon the basis of the information known to Dealer or disclosed by such potential investor as to his other security holdings and as to his financial situation and needs. Dealer shall keep written records supporting this representation and warranty and such records shall be made available to the Company or Dealer Manager promptly upon request.
B. Dealer shall deliver to each prospective investor, prior to any submission by such prospective investor, a written offer to buy any Shares, a copy of the Prospectus.
C. Dealer will not deliver to any offeree any written documents pertaining to the Company or the Shares, other than the Prospectus, and any other materials specifically designated for distribution to prospective investors that are supplied to Dealer by the Company or its affiliates. Without intending to limit the generality of the foregoing, Dealer shall not deliver to any prospective investor any material pertaining to the Company or any of its affiliates that has been furnished as “broker/dealer information only.”
D. Dealer will make reasonable inquiry to determine whether a prospective investor is acquiring Shares for his own account or on behalf of other persons and not for the purpose of resale or other distribution thereof.
E. Dealer will not give any information or make any representation or warranty in connection with the Offering, the Company or the Shares other than those contained in the Prospectus and any Authorized Sales Materials.
F. Dealer will abide by, and will take reasonable precautions to ensure compliance by prospective investors from whom Dealer has solicited an offer to purchase, all provisions contained in the Prospectus regulating the terms and manner of the Offering.
G. In its solicitation of offers for the Shares, Dealer will comply with all applicable requirements of the Securities Act, the Exchange Act, as well as the published rules and regulations thereunder, and the rules and regulations of all state securities authorities, as applicable, to the best of its knowledge, after due inquiry and investigation and to the extent within its direct control.
H. Dealer is (and will continue to be) a member in good standing with FINRA, will abide by the ru...
Representations and Warranties of Dealer. Dealer hereby represents and warrants to Counterparty on the date hereof and on and as of the Premium Payment Date, in lieu of the representations set forth in Section 3(a) of the Agreement, that:
(i) Dealer has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Dealer’s part; and this Confirmation has been duly and validly executed and delivered by Dealer and constitutes its valid and binding obligation, enforceable against Dealer in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.
(ii) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Dealer hereunder will conflict with or result in a breach of (1) the certificate of incorporation or by-laws (or any equivalent documents) of Dealer, or (2) any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or (3) any agreement or instrument to which Dealer or any of its subsidiaries is a party or by which Dealer or any of its subsidiaries is bound or to which Dealer or any of its subsidiaries is subject, or (4) constitute a default under, or result in the creation of any lien under, any such agreement or instrument.
(iii) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Dealer of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act or state securities laws.
(iv) Dealer is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act).
(v) O...
Representations and Warranties of Dealer. Dealer represents and warrants to Counterparty on the date hereof that:
(a) it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;
(b) it has the power to execute this Termination Agreement and any other documentation relating to this Termination Agreement to which it is a party, to deliver this Termination Agreement and to perform its obligations under this Termination Agreement and has taken all necessary action to authorize such execution, delivery and performance;
(c) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;
(d) all governmental and other consents that are required to have been obtained by it with respect to this Termination Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and
(e) its obligations under this Termination Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
Representations and Warranties of Dealer. Dealer represents and warrants with respect to each Application and/or Contract (RISC) submitted to and/or purchased by NFI hereunder, on a continuing basis, that:
a) Dealer is properly organized, validly existing, authorized to transact business, and in good standing under the laws of the jurisdiction of the dealer’s organization and each jurisdiction in which it performs or will perform it’s obligations under the dealer agreement;
b) Dealer has the power, authority and legal right to execute, deliver and perform all of the requirements of the dealer agreement, and that execution delivery and performance of the dealer agreement has been duly authorized by all necessary action;
c) The Contract arose from a bona-fide sale to the Buyer(s) thereunder, in the ordinary course of Dealer’s business. Dealer had full power and authority to make such sale and the Contract is the only such instrument executed for the motor vehicle described therein;
d) Each Buyer has the capacity to enter into the RISC;
e) Dealer has verified the identity of each Buyer;
f) Dealer obtained permission from each Buyer to forward his or her credit application to NFI and each Buyer granted NFI permission to verify his or her credit, including but not limited to obtaining credit reports from credit reporting agencies;
g) Dealer notified the consumer that his/her application would be forwarded to NFI and provided the consumer with NFI’s address;
h) No misstatements were made to the buyer(s) regarding the vehicle, finance charge, other terms of the RISC, or otherwise regarding the sale and credit transaction;
i) Buyer is the person who will be driving the vehicle and that the vehicle is not being purchased for use by, or on behalf of, another person;
j) All statement and information contained in the credit application and Contract submitted by Dealer to NFI are true, accurate and complete;
k) Dealer has complied with all federal, state and local laws and regulations, including but not limited to those relating to the licensing of Dealer, the advertisement of the motor vehicle, the making, form and completion of the Contract, the underlying sale of the motor vehicle, the disclosure of the motor vehicle condition, the acquisition and use of consumer credit information;
l) Any down payment described in the Contract has been made by the Buyer(s) in cash, check or its equivalent, excluding credit card, that no portion thereof shall have been directly or indirectly advanced by Dealer, and that the...
Representations and Warranties of Dealer. Dealer represents warrants and covenants to Vendor as follows:
11.2.1. Dealer, through its Affiliates, has the authority to enter into and perform its obligations under this Addendum and the person(s) signing this Addendum on behalf of it are authorized to execute this Addendum and bind Dealer.
11.2.2. Dealer is the sole owner of or has the authority to use, license and sublicense all proprietary rights in and relating to the Dealer Marks, including all copyright, trademark, service xxxx, trade secret and other intellectual property rights and the use by Vendor of the Dealer Marks in compliance with this Addendum will not infringe on or otherwise interfere with the rights of any third party.
11.2.3. Dealer, through its Affiliates, has all applicable licenses, permits and other authorizations necessary to perform its obligations under this Addendum and its performance of its obligations under this Addendum (whether through itself, its employees, representatives, designees, agents or any other person or entity performing Dealer's obligations) shall at all times be in compliance with all applicable laws, ordinances, rules and regulations and shall not infringe on any right of any third party.
Representations and Warranties of Dealer. Dealer represents and warrants that this Amendment and the Agreement, as amended hereby. constitute the legal, valid and binding obligation of Dealer, enforceable against Dealer in accordance with its respective terms.
Representations and Warranties of Dealer. Dealer represents and warrants to Company on the date hereof that:
(a) it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary corporate action to authorize such execution, delivery and performance;
(b) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any material contractual restriction binding on or affecting it;
(c) all governmental consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and
(d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding in equity or at law)).
Representations and Warranties of Dealer. Dealer represents and warrants to Counterparty on the date hereof that: (a) it has the power to execute this Termination Agreement and any other documentation relating to this Termination Agreement to which it is a party, to deliver this Termination Agreement and to perform its obligations under this Termination Agreement and has taken all necessary action to authorize such execution, delivery and performance; (b) the execution, delivery and performance by it does not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of
Representations and Warranties of Dealer. Dealer represents and warrants to, and agrees with, the Selling Agent as follows:
