Representations and Warranties of Distributor. Distributor represents and warrants to the Trust that Distributor is and during the term of this Agreement shall remain registered as a broker-dealer under the 1934 Act, admitted as a member with the NASD, and duly registered under applicable state securities laws, and that Distributor is and shall remain during the term of this Agreement in compliance with Section 9(a) of the 1940 Act.
Representations and Warranties of Distributor. Distributor represents and warrants to the Company that:
a. It is a corporation duly organized, existing and in good standing under the laws of the State of Maryland.
b. It is a broker dealer registered under the 34 Act.
c. Shares of the Classes are registered and authorized for sale in accordance with any and all applicable federal and state securities laws.
d. It is authorized to enter into and perform this Agreement, and the performance of its obligations hereunder does not and will not violate or conflict with any governing documents or agreements of or on behalf of the Classes.
e. It agrees to notify the Company promptly in the event that it is, for any reason, unable to perform any of its obligations under this Agreement.
Representations and Warranties of Distributor. Distributor represents and warrants to the Fund the following:
(1) In furnishing its services and performing its duties under this Agreement, Distributor shall act in conformity with the applicable Prospectus and Statement of Additional Information and shall not utilize any materials except the applicable Fund Prospectus and Statement of Additional Information and such other materials as the Fund or Fund shall provide or approve.
(2) Distributor undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by Distributor hereunder. Distributor assumes no responsibility for compliance by the Fund, any Fund or any other entity with the applicable requirements of the Securities Laws or any laws, rules or regulations of governmental authorities having jurisdiction over such entity.
Representations and Warranties of Distributor. Distributor represents and warrants to Insurer that Distributor is and shall remain registered during the term of this Agreement as a broker-dealer with the SEC under the 1934 Act, is a member of FINRA, and is duly registered under applicable state securities laws, and that Distributor is and shall remain during the term of this Agreement in compliance with Section 9(a) of the 1940 Act.
Representations and Warranties of Distributor. Distributor represents and warrants to the Sub-Distributor the following:
(1) Distributor undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by Distributor hereunder and under the Underwriting Agreement. Distributor assumes no responsibility for compliance by the Fund, the Adviser, the Sub-Distributor or any other entity with the applicable requirements of the Securities Laws or any laws, rules or regulations of governmental authorities having jurisdiction over such entity.
(2) No filing with, or authorization, approval, consent, license, permit, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Distributor of its obligations hereunder, in connection with the offering, issuance or sale of the Shares hereunder or the consummation of the transactions contemplated by this Agreement and the Underwriting Agreement, except as referred to in the Prospectus or the Registration Statement and such as have been already obtained or as may be required under the 1933 Act, the 1940 Act, the 1934 Act, state securities laws or the filing requirements of FINRA, except for such filings that would not result in a material adverse effect on the ability of the Distributor to perform its obligations under this Agreement and the Underwriting Agreement.
(3) The Distributor possesses all Governmental Licenses, except where the absence of such possession would not result in a material adverse effect on the ability of the Sub-Distributor to perform its obligations under this Agreement or the Underwriting Agreement; the Distributor is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a material adverse effect on the ability of the Sub-Distributor to perform its obligations under this Agreement or the Underwriting Agreement; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a material adverse effect on the ability of the Distributor to perform its obligations under this Agreement or the Underwriting Agreement; and the Distributor has not received any notice of pro...
Representations and Warranties of Distributor. DISTRIBUTOR hereby represents and warrants to COMPANY as follows:
(a) DISTRIBUTOR is a corporation duly organized, validly existing and in good standing under the laws of the State of Mississippi. DISTRIBUTOR has the requisite power to own properties, to carry on its business as now being conducted by it, and to execute, deliver and perform this Agreement.
(b) This Agreement is, when executed and delivered by DISTRIBUTOR and by the COMPANY, the valid and binding obligation of DISTRIBUTOR enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and further subject to general equity principles.
(c) The execution, delivery and performance by DISTRIBUTOR of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate, conflict with, result in a breach or termination of, or constitute a default under (or an event which with due notice or lapse of time, or both, would constitute a breach of or default under), (i) the certificate of incorporation, as amended to date, of DISTRIBUTOR, (ii) any judgment, order, decree, ruling or injunction applicable to DISTRIBUTOR, or (iii) any contract or agreement between DISTRIBUTOR and any third party.
Representations and Warranties of Distributor. To induce Xxxx to enter into this Agreement, Distributor represents and warrants to Xxxx that Distributor:
(i) is a legal entity duly organized and existing under the laws of the State of Delaware, and has full power, authority, and legal right to perform and observe the terms and conditions of this Agreement;
(ii) at its sole expense, has obtained and throughout the Term will maintain all governmental and statutory permits, licenses, approvals (not including the Regulatory Approvals set forth in Article IV(D)), registrations and certificates and shall satisfy all governmental and other statutory requirements necessary for the importation, transport, sale, marketing, advertising, promotion and distribution of the Product in the Field within those countries in the Territory where Distributor shall distribute the Product (collectively “Governmental Approvals”);
(iii) shall register itself in those countries within the Territory as Xxxx’x distributor if required by law in such countries;
(iv) shall satisfy and comply with, and shall cause its agents, employees, contractors and sub-distributors to comply with, all Governmental Approvals and all laws, rules and regulations of each country within the Territory where Distributor distributes Product;
(v) shall not incur any liability on behalf of Xxxx or attempt to pledge Xxxx’x credit, or describe or represent itself as Xxxx’x agent or legal representative; and
(vi) shall not intervene or instigate any intervention with Xxxx’x authority to appoint other distributors within the Territory as provided in this Agreement.
Representations and Warranties of Distributor. Distributor represents and warrants to Company that:
A. Distributor (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation identified on Page 1 hereof; (ii) has its principal place of business located at its address set forth on Page 1 hereof; (iii) has all requisite corporate or other power, and has all material governmental licenses, authorizations, consents, and approvals necessary to own its assets and carry on its business as now being or as proposed to he conducted; and (iv) is qualified to do business and is in good standing in all jurisdictions in which the services required to he 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 Distributor) threatened against Distributor which, if adversely determined, could (either individually or in the aggregate) have a Material Adverse Effect (as hereinafter defined). For purposes hereof, the term “Material Adverse Effect” means a material adverse effect on (i) the ability of Distributor to perform its services hereunder, (ii) the validity or enforceability of this Agreement, or (iii) the rights and remedies of Company hereunder.
Representations and Warranties of Distributor. DISTRIBUTOR hereby represents and warrants that:
1. It shall be duly registered, licensed, or otherwise qualified under the insurance laws of any state or other jurisdiction to the extent necessary to perform its responsibilities hereunder. Additionally, DISTRIBUTOR or an affiliated company is a duly registered broker-dealer under the 1934 Act and is a member in good standing of the NASD.
2. It has taken all actions necessary to authorize the execution, delivery and performance of this Agreement and all transactions contemplated hereunder.
Representations and Warranties of Distributor. Distributor makes the following covenants, representations and warranties to Auxilium and does so in full understanding and acknowledgement that Auxilium is relying on the said representations and warranties in concluding the present Agreement: ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
