Common use of REPRESENTATIONS AND WARRANTIES OF THE ADDITIONAL SELLING AGENT Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE ADDITIONAL SELLING AGENT. The Additional Selling Agent hereby represents and warrants as follows: (a) The Additional Selling Agent is a corporation duly organized, validly existing, and in good standing under the laws of the state of its incorporation and has power and authority to enter into and carry out its obligations under this Agreement. (b) The Additional Selling Agent has all governmental and regulatory registrations, qualifications, approvals and licenses required to perform its obligations under this Agreement (including, but not limited to, registration as a broker-dealer with the SEC, membership in such capacity in the NASD, registration as a futures commission merchant or introducing broker under the CEA and membership with NFA, and registration or qualification under the laws of each state in which Additional Selling Agent will offer and sell Units); the performance by the Additional Selling Agent of its obligations under this Agreement will not violate or result in a breach of any provision of its certificate of incorporation or by-laws or any agreement, order, law, or regulation binding upon it. (c) This Agreement has been duly and validly authorized, executed, and delivered on behalf of the Additional Selling Agent and is a valid and binding agreement of the Additional Selling Agent enforceable against the Additional Selling Agent in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of rights of creditors except as enforceability of the indemnification provisions contained in this Agreement may be limited by applicable law and the enforcement of specific terms or remedies may be unavailable. (d) Neither the Additional Selling Agent nor any of its principals have been the subject of any administrative, civil, or criminal actions within the five years preceding the date hereof that would be material for an investor's decision to purchase the Units which have not been disclosed to the Fund, the General Partner or the Lead Selling Agent in writing. (e) The information, if any, relating to the Additional Selling Agent which the Additional Selling Agent has furnished to the Fund and the General Partner for use in the Registration Statement is correct. (f) In respect of purchasers of Units that are not individuals, the Additional Selling Agent shall have received, prior to sale of Units to each such purchaser, evidence that the purchaser is authorized to invest in the Units and shall provide the Lead Selling Agent with copies of such evidence upon reasonable request of the Lead Selling Agent.

Appears in 2 contracts

Samples: Selling Agreement (Profutures Long/Short Growth Fund Lp), Additional Selling Agents Agreement (Profutures Bull & Bear Fund L P)

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REPRESENTATIONS AND WARRANTIES OF THE ADDITIONAL SELLING AGENT. The Additional Selling Agent hereby represents and warrants as follows: (a) The Additional Selling Agent is a corporation _____________ duly organized, validly existing, and in good standing under the laws of the state of its incorporation and has power and authority to enter into and carry out its obligations under this Agreement. (b) The Additional Selling Agent has all governmental and regulatory registrations, qualifications, approvals and licenses required to perform its obligations under this Agreement (including, but not limited to, registration as a broker-dealer with the SEC, membership in such capacity in the NASD, registration as a futures commission merchant or introducing broker under the CEA and membership with NFA, and registration or qualification under the laws of each state in which Additional Selling Agent will offer and sell Units); the performance by the Additional Selling Agent of its obligations under this Agreement will not violate or result in a breach of any provision of its certificate of incorporation or by-laws or any agreement, order, law, or regulation binding upon it. (c) This Agreement has been duly and validly authorized, executed, and delivered on behalf of the Additional Selling Agent and is a valid and binding agreement of the Additional Selling Agent enforceable against the Additional Selling Agent in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of rights of creditors except as enforceability of the indemnification provisions contained in this Agreement may be limited by applicable law and the enforcement of specific terms or remedies may be unavailable. (d) Neither the Additional Selling Agent nor any of its principals have been the subject of any administrative, civil, or criminal actions within the five years preceding the date hereof that would be material for an investor's decision to purchase the Units which have are not been disclosed to the FundTrust, the General Partner Managing Owner or the Lead Selling Agent in writingAgent. (e) The information, if any, relating to the Additional Selling Agent which the Additional Selling Agent has furnished to the Fund Trust and the General Partner Managing Owner for use in the Registration Statement is correct. (f) In respect of purchasers of Units that are not individuals, the Additional Selling Agent shall have received, prior to sale of Units to each such purchaser, evidence that the purchaser is authorized to invest in the Units and shall provide the Lead Selling Agent with copies of such evidence upon reasonable request of the Lead Selling Agent.

Appears in 2 contracts

Samples: Selling Agreement (JWH Global Portfolio Trust), Selling Agreement (JWH Global Trust)

REPRESENTATIONS AND WARRANTIES OF THE ADDITIONAL SELLING AGENT. The Additional Selling Agent hereby represents and warrants as follows: (a) The Additional Selling Agent is a corporation duly organizedorganized _______________________, validly existing, and in good standing under the laws of the state of its incorporation and has power and authority to enter into and carry out its obligations under this Agreement. (b) The Additional Selling Agent has all governmental and regulatory registrations, qualifications, approvals and licenses required to perform its obligations under this Agreement (including, but not limited to, registration as a broker-dealer with the SEC, membership in such capacity in the NASDFINRA, registration as a futures commission merchant or introducing broker under the CEA and membership with NFA, and registration or qualification under the laws of each state in which the Additional Selling Agent will offer and sell Units); the performance by the Additional Selling Agent of its obligations under this Agreement will not violate or result in a breach of any provision of its certificate of incorporation or by-laws or any agreement, order, law, or regulation binding upon it. (c) This Agreement has been duly and validly authorized, executed, and delivered on behalf of the Additional Selling Agent and is a valid and binding agreement of the Additional Selling Agent enforceable against the Additional Selling Agent in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of rights of creditors except as enforceability of the indemnification provisions contained in this Agreement may be limited by applicable law and the enforcement of specific terms or remedies may be unavailable. (d) Neither the Additional Selling Agent nor any of its principals have been the subject of any administrative, civil, or criminal actions within the five years preceding the date hereof that would be material for an investor's ’s decision to purchase the Units which have are not been disclosed to the FundTrust, the General Partner Managing Owner or the Lead Selling Agent in writingAgent. (e) The information, if any, relating to the Additional Selling Agent which the Additional Selling Agent has furnished to the Fund Trust and the General Partner Managing Owner for use in the Registration Statement is correct. (f) In respect of purchasers of Units that are not individuals, the Additional Selling Agent shall have received, prior to sale of Units to each such purchaser, evidence that the purchaser is authorized to invest in the Units and shall provide the Lead Selling Agent with copies of such evidence upon reasonable request of the Lead Selling Agent. (g) The Additional Selling Agent has established anti-money laundering policies and procedures that comply with applicable laws, rules and regulations, including the USA Patriot Act, Rule 3011 of the National Association of Securities Dealers Inc. and Rule 445 of the New York Stock Exchange, and that; 1. The Additional Selling Agent has conducted client verification procedures which are sufficient to establish the identity and source of funds of your customers, including purchasers of Units. 2. The Additional Selling Agent has recorded the evidence establishing the identities and sources of funds of such customers and you will retain or procure the retention of such evidence for a period of not less than 5 years, and you will promptly provide copies of such evidence to CISSI in response to a request from its regulators. 3. None of the Additional Selling Agent’s customers, nor any person controlling, controlled by, or under common control with, any customer, nor any person having a beneficial interest in the customer, or for whom the customer is acting as agent or nominee in connection with the investment, is a country, territory, person or entity named on any list of any government agency or regulatory body, including without limitation the U.S. Office of Foreign Assets Control, or is a person or entity that resides in or has a place of business in a country or territory named on such lists. 4. None of the Additional Selling Agent’s customers is a senior political figure, or immediate family member or close associate of a senior foreign political figure within the meaning of the USA PATRIOT Act. 5. The Additional Selling Agent agrees that it will notify the Lead Selling Agent if the foregoing representations and warranties become inaccurate and that it will update the foregoing representations and warranties as necessary for the Lead Selling Agent to comply with its anti-money laundering obligations.

Appears in 1 contract

Samples: Additional Selling Agent Agreement (JWH Global Trust)

REPRESENTATIONS AND WARRANTIES OF THE ADDITIONAL SELLING AGENT. The Additional Selling Agent hereby represents and warrants as follows: (a) The Additional Selling Agent is a corporation _____________ duly organized, validly existing, and in good standing under the laws of the state of its incorporation and has power and authority to enter into and carry out its obligations under this Agreement. (b) The Additional Selling Agent has all governmental and regulatory registrations, qualifications, approvals and licenses required to perform its obligations under this Agreement (including, but not limited to, registration as a broker-dealer with the SEC, membership in such capacity in the NASD, registration as a futures commission merchant or introducing broker under the CEA and membership with NFA, and registration or qualification under the laws of each state in which Additional Selling Agent will offer and sell Units); the performance by the Additional Selling Agent of its obligations under this Agreement will not violate or result in a breach of any provision of its certificate of incorporation or by-laws or any agreement, order, law, or regulation binding upon it. (c) This Agreement has been duly and validly authorized, executed, and delivered on behalf of the Additional Selling Agent and is a valid and binding agreement of the Additional Selling Agent enforceable against the Additional Selling Agent in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of rights of creditors except as enforceability of the indemnification provisions contained in this Agreement may be limited by applicable law and the enforcement of specific terms or remedies may be unavailable. (d) Neither the Additional Selling Agent nor any of its principals have been the subject of any administrative, civil, or criminal actions within the five years preceding the date hereof that would be material for an investor's decision to purchase the Units which have are not been disclosed to the FundTrust, the General Partner Managing Owner or the Lead Selling Agent in writingAgent. (e) The information, if any, relating to the Additional Selling Agent which the Additional Selling Agent has furnished to the Fund Trust and the General Partner Managing Owner for use in the Registration Statement is correct. (f) In respect of purchasers of Units that are not individuals, the Additional Selling Agent shall have received, prior to sale of Units to each such purchaser, evidence that the purchaser is authorized to invest in the Units and shall provide the Lead Selling Agent with copies of such evidence upon reasonable request of the Lead Selling Agent.

Appears in 1 contract

Samples: Selling Agreement (JWH Global Trust)

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REPRESENTATIONS AND WARRANTIES OF THE ADDITIONAL SELLING AGENT. The Additional Selling Agent hereby represents and warrants as follows: (a) The Additional Selling Agent is a corporation duly organizedorganized , validly existing, and in good standing under the laws of the state of its incorporation and has power and authority to enter into and carry out its obligations under this Agreement. (b) The Additional Selling Agent has all governmental and regulatory registrations, qualifications, approvals and licenses required to perform its obligations under this Agreement (including, but not limited to, registration as a broker-dealer with the SEC, membership in such capacity in the NASDFINRA, registration as a futures commission merchant or introducing broker under the CEA and membership with NFA, and registration or qualification under the laws of each state in which the Additional Selling Agent will offer and sell Units); the performance by the Additional Selling Agent of its obligations under this Agreement will not violate or result in a breach of any provision of its certificate of incorporation or by-laws or any agreement, order, law, or regulation binding upon it. (c) This Agreement has been duly and validly authorized, executed, and delivered on behalf of the Additional Selling Agent and is a valid and binding agreement of the Additional Selling Agent enforceable against the Additional Selling Agent in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of rights of creditors except as enforceability of the indemnification provisions contained in this Agreement may be limited by applicable law and the enforcement of specific terms or remedies may be unavailable. (d) Neither the Additional Selling Agent nor any of its principals have been the subject of any administrative, civil, or criminal actions within the five years preceding the date hereof that would be material for an investor's ’s decision to purchase the Units which have are not been disclosed to the FundTrust, the General Partner Managing Owner or the Lead Selling Agent in writingAgent. (e) The information, if any, relating to the Additional Selling Agent which the Additional Selling Agent has furnished to the Fund Trust and the General Partner Managing Owner for use in the Registration Statement is correct. (f) In respect of purchasers of Units that are not individuals, the Additional Selling Agent shall have received, prior to sale of Units to each such purchaser, evidence that the purchaser is authorized to invest in the Units and shall provide the Lead Selling Agent with copies of such evidence upon reasonable request of the Lead Selling Agent. (g) The Additional Selling Agent has established anti-money laundering policies and procedures that comply with applicable laws, rules and regulations, including the USA Patriot Act, Rule 3011 of the FINRA and Rule 445 of the New York Stock Exchange, and that; 1. The Additional Selling Agent has conducted client verification procedures which are sufficient to establish the identity and source of funds of your customers, including purchasers of Units. 2. The Additional Selling Agent has recorded the evidence establishing the identities and sources of funds of such customers and you will retain or procure the retention of such evidence for a period of not less than 5 years, and you will promptly provide copies of such evidence to CISSI in response to a request from its regulators. 3. None of the Additional Selling Agent’s customers, nor any person controlling, controlled by, or under common control with, any customer, nor any person having a beneficial interest in the customer, or for whom the customer is acting as agent or nominee in connection with the investment, is a country, territory, person or entity named on any list of any government agency or regulatory body, including without limitation the U.S. Office of Foreign Assets Control, or is a person or entity that resides in or has a place of business in a country or territory named on such lists. 4. None of the Additional Selling Agent’s customers is a senior political figure, or immediate family member or close associate of a senior foreign political figure within the meaning of the USA PATRIOT Act. 5. The Additional Selling Agent agrees that it will notify the Lead Selling Agent if the foregoing representations and warranties become inaccurate and that it will update the foregoing representations and warranties as necessary for the Lead Selling Agent to comply with its anti-money laundering obligations.

Appears in 1 contract

Samples: Additional Selling Agent Agreement (JWH Global Trust)

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