Representations and Warranties of Selling Dealer Clause Samples
The "Representations and Warranties of Selling Dealer" clause sets out the specific statements and assurances that the selling dealer makes to the buyer regarding the condition, ownership, and legal status of the goods or assets being sold. Typically, this clause requires the selling dealer to confirm facts such as having clear title to the items, compliance with applicable laws, and the absence of undisclosed liabilities or encumbrances. By providing these representations and warranties, the clause protects the buyer by ensuring transparency and allocating risk, as any breach may give rise to remedies or claims against the selling dealer.
Representations and Warranties of Selling Dealer. 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 MDS Securities, LLC Selling Dealer Agreement 1
(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 (the “Act of 1934”), as a broker/dealer, and you are a member in good standing of FINRA. 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 the statutes and other requirements applicable to you as a broker/dealer under those registrations.
(e) Pursuant to your appointment as a Selling Dealer, 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 (the “Commission”), the applicable state securities laws and regulations, this Agreement, and applicable FINRA or NASD Conduct Rules, including Rules 2420, 2730, 2740, 2750, and 2810(b)(2) and (b)(3), which provide as follows: