Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
(b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following:
(i) any breach of any of the terms or conditions of, or constitute a default under your organizational documents, bylaws, any indenture, agreement, or other instrument to which you are a party or by which you are bound; or
(ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or over your affiliates.
(d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the "Act of 1934," as a broker/dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations.
(e) Pursuant to your appointment as a Selling Agent, you shall comply with all the provisions of the Act, insofar as the Act applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as the "Commission," the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and 2810(b)(2) and (b)(3), which provide as follows:
Representations and Warranties of Selling Agent. You, as a Selling Agent, represent and warrant to and agree with the Dealer-Manager that:
(a) You are a corporation duly organized, validly existing and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
(b) This Agreement when accepted and approved will be duly authorized, executed and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in any breach of any of the terms or conditions of, or constitute a default under your Articles of Incorporation, Bylaws, any indenture, agreement or other instrument to which you are a party, or violate any order applicable to you of any court or any federal or state regulatory body or administrative agency having jurisdiction over you or over your affiliates.
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
Representations and Warranties of Selling Agent. Selling agent represents and warrants to Schwab and the Company that:
2.1 Selling Agent is duly and validly organized and operating in good standing under the laws of its state of organization, is qualified to do business in all states where offers or sales will take place, and is either (i) registered as a broker-dealer under applicable federal and state securities laws and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); or (ii) a "bank," as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and therefore exempt from registration as a broker-dealer under applicable federal and state securities laws and from the membership requirements of the NASD. Selling Agent agrees to provide immediate written notice to Schwab if it ceases to be (a) registered and/or licensed as a broker and/or dealer under applicable federal and state laws or fails to be a member in good standing of the NASD; or (b) a "bank," as defined in Section 3(a)(6) of the Exchange Act.
Representations and Warranties of Selling Agent. Selling agent represents and warrants to Schwab and the Company that:
2.1 Selling Agent is duly and validly organized and operating in good standing under the laws of its state of organization, is qualified to do business in all states where offers or sales will take place, and is either (i) registered as a broker-dealer under applicable federal and state securities laws and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); or (ii) a "bank," as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and therefore exempt from registration as a broker-dealer under applicable federal and state securities laws and from the membership requirements of the NASD. NASD members agree to abide by the rules and regulations of the NASD, including, without limitation, the NASD Conduct Rules (including, to the extent applicable, NASD Conduct Rules 2420, 2730, 2740 and 2750). Selling Agent agrees to provide immediate written notice to Schwab if it ceases to be (a) registered and/or licensed as a broker and/or dealer under applicable federal and state laws or fails to be a member in good standing of the NASD; or (b) a "bank," as defined in Section 3(a)(6) of the Exchange Act.
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are Bryan Funding, Inc. 1 Selling Agent Agreement subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
(b) This Agreement will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following:
(i) any breach of any of the terms or conditions of, or constitute a default under your Articles of Incorporation or Bylaws, or any other indenture, agreement, or other instrument to which you are a party; or
(ii) any violation of any order applicable to you of any court or any federal or state regulatory body or administrative agency having jurisdiction over you or over your affiliates.
Representations and Warranties of Selling Agent. Selling agent represents and warrants to Schwab and the Company that:
2.1 Selling Agent is duly and validly organized and operating in good standing under the laws of its state of organization, is qualified to do business in all states where offers or sales will take place, and is registered as a broker-dealer under applicable federal and state securities laws and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”) Selling Agent agree to abide by the rules and regulations of the NASD, including, without limitation, the NASD Conduct Rules (including, to the extent applicable, NASD Conduct Rules 2420, 2730, 2740 and 2750). Selling Agent agrees to provide immediate written notice to the Company and Schwab if it ceases to be registered and/or licensed as a broker and/or dealer under applicable federal and state laws or fails to be a member in good standing of the NASD.
2.2 Selling Agent has the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement and that with respect to it, this Agreement is legal, valid and binding, and enforceable in accordance with its terms.
2.3 Selling Agent is either exempt from licensing or possesses all material government licenses, permits, certificates, consents, orders, approvals, memberships in self-regulatory organizations and other authorizations necessary with respect to its qualification to perform its duties under this Agreement.
2.4 All activities by the Selling Agent, its agents and employees as selling agent shall comply materially with all applicable federal and state securities and banking laws, rules and regulations, including, without limitation, the 1933 Act, the USA Patriot Act, the Exchange Act, the 1940 Act, the rules and regulations thereunder, and all applicable restrictions and requirements of each state or other jurisdiction in which the Units are qualified for sale.
2.5 The Selling Agent (i) is a financial institution required to have an anti-money laundering program under the Bank Secrecy Act, as amended; (ii) is acting on behalf of its customers in its dealings with the Company; (iii) has established and will maintain policies and procedures reasonably designed to comply with the regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control; and (iv) has established and will maintain policies and procedures reasonably designed to prevent and detect money laundering, which policies an...
Representations and Warranties of Selling Agent. Selling agent represents and warrants to Schwab and the Company that:
2.1 Selling Agent is duly and validly organized and operating in good standing under the laws of its state of organization, is qualified to do business in all states where offers or sales will take place, and is registered as a broker-dealer under applicable federal and state securities laws and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") Selling Agent agree to abide by the rules and regulations of the NASD, including, without limitation, the NASD Conduct Rules (including, to the extent applicable, NASD Conduct Rules 2420, 2730, 2740 and 2750). Selling Agent agrees to provide immediate written notice to the Company and Schwab if it ceases to be registered and/or licensed as a broker and/or dealer under applicable federal and state laws or fails to be a member in good standing of the NASD.
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement. 1 Anthem Securities, Inc. Selling Agent Agreement
(b) This Agreement will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following:
