Common use of Representations and Warranties of Dealer Clause in Contracts

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) On each of the Trade Date and the Premium Payment Date, Dealer is not “insolvent” (as such term is defined under Section 101(32) of the Bankruptcy Code.

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 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) On each of the Trade Date and the Premium Payment Date, Dealer is not “insolvent” (as such term is defined under Section 101(32) of the Bankruptcy Code.

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, EOTECH that: A. Dealer (i) Dealer has all necessary is a corporate power entity duly organized, validly existing and authority to execute, deliver and perform its obligations in respect good standing under the laws of the TransactionUnited States or if an individual, a citizen of the United States; 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 has its principal place of business located at its address set forth above; (iii) has all requisite corporate or other power, and has all required governmental licenses, authorizations, consents, and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted; and (iv) is qualified to do business and is in good standing in all jurisdictions in which the services required to be performed by it under this Agreement makes such qualifications necessary. B. Except as disclosed in writing prior to the date of this Agreement, there are no legal or arbitral proceedings, or any proceedings by or before any governmental or regulatory authority or agency, now pending or (to the knowledge of Dealer) threatened against Dealer. C. Upon the execution and delivery of this Confirmation nor Agreement, the incurrence or performance of obligations of Dealer hereunder or compliance with the terms and provisions hereof will not conflict with or result in a breach of (1) of, or require any consent under, the certificate of incorporation charter or by-laws (or any equivalent comparable organizational documents) of Dealer, or (2) any applicable law or regulation, or any order, writ, injunction 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 it is subject, or (4) constitute a default under, or result in the creation of any lien under, breach under any such agreement or instrument. (iii) No consentD. Dealer has all necessary corporate and other power, approvalauthority and legal right to execute, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with deliver and perform its obligations hereunder; the execution, delivery or and performance by Dealer of this Confirmation, except such as Agreement have been obtained duly authorized by all necessary corporate and other action on its part; and this Agreement has been duly and validly executed by Dealer and constitutes its legal, valid, and binding obligations, enforceable against Dealer in accordance with its terms. E. All Dealer Information supplied by Dealer is and will be complete, truthful and accurate, and that Dealer shall not obtain on EOTECH’s behalf or made and provide to EOTECH any information which is not legally available or which is procurement sensitive, proprietary or classified where there is reason to believe that possession of such as may be information is unauthorized, illegal or unethical. F. Dealer agrees, in performing the duties required under this Agreement, to comply with the Securities Act requirements of all applicable state or state securities Federal laws, rules, regulations and orders of governmental or regulatory authorities and shall take no action which would subject EOTECH to penalties under any laws, rules, regulations and orders. G. Dealer agrees, in connection with its distribution of Products hereunder, it has not and will not make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, to any official of any government or any agency or instrumentality thereof; to any foreign political party or official thereof or any candidate for foreign political office; or to any person while knowing (ivor being aware of any probability) that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any foreign official, any foreign political party or official thereof, or any candidate for foreign political office in violation of the United States Foreign Corrupt Practices Act (FCPA) or other laws of the United States. H. In respect of any business Dealer may assist or may have assisted in obtaining for EOTECH, either directly or indirectly, under this Agreement or otherwise, it shall not pay, offer, or agree to pay any political contributions. I. Dealer has not and will not pay or tender, directly or indirectly, any commission or finders or referral fees to any Person in connection with its activities on behalf of EOTECH without the prior written approval of EOTECH. J. Dealer is an “eligible contract participant” familiar with and will comply in all respects with U.S. laws, regulations, and administrative requirements applicable to EOTECH’s relationship with Dealer including, but not limited to the Foreign Corrupt Practices Act (FCPA); International Traffic In Arms Regulations (ITAR); Export Administration Act, as such term is defined in Section 1a(18) of amended (EAR); the Commodity Exchange Antiboycott Regulations and Guidelines issued under the Export Administration Act, as amended, other than a person that is an eligible contract participant under ; Section 1a(18)(C) 999 of the Commodity Exchange ActInternal Revenue Code (Antiboycott Regulations); and the Office of Foreign Assets Control (OFAC) Regulations. (v) On each K. At all times Dealer is prohibited from marketing, promoting, selling or exporting Products outside of the Trade Date United States without a separate and distinct International Consultant, Distributor or Representative Agreement with EOTECH. L. At all times Dealer shall act in the Premium Payment Datebest interest of EOTECH and shall take no actions which are or may be detrimental to EOTECH. M. Dealer shall comply with the applicable Terms and Conditions. Dealer hereby acknowledges receipt of a copy of the Terms and Conditions and by execution of this Agreement, Dealer warrants and certifies that it fully understands said documents and that Dealer will do nothing in the performance of the services required under this Agreement which will be in conflict with said documents. N. Dealer acknowledges and agrees that failure or refusal to promptly furnish any required disclosure or documentation upon request from EOTECH shall be basis for immediate termination of this Agreement. O. Dealer certifies that none of its principal officers or employees has been convicted of or pleaded guilty to any offense involving fraud, corruption, or moral turpitude and that it is not “insolvent” (now listed by any government agency as debarred suspended, proposed for suspension or debarment, or otherwise ineligible for U.S. Government procurement programs. P. Dealer agrees to give prompt written notice in the event that, at any time during the term of this Agreement, Dealer has failed to comply with or has breached any of its warranties hereunder. In the event Dealer has not so complied or has breached any of its warranties hereunder, this Agreement shall be terminated from the time of such term is defined under Section 101(32) of the Bankruptcy Codenon-compliance or breach.

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) 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 bylaws (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) v. On each of the Trade Date and the Premium Payment Date, Dealer is not “insolvent” (as such term is defined under Section 101(32) of the Bankruptcy Code.