Representations and Warranties of the Broker. The Broker hereby represents and warrants to the Trust that: a. On the date hereof the Broker is, and at all times during the term of this Brokerage Agreement will be, a duly formed and validly existing corporation in good standing under the laws of the state of its organization, and at all times during the term of this Brokerage Agreement will be in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualifications and the failure to be so qualified materially adversely would affect its ability to perform its obligations under this Brokerage Agreement and to operate as described in the Prospectus, and has full capacity and authority to conduct its business and to perform its obligations under this Brokerage Agreement, and to act as described in the Registration Statements as of its effective date and the Prospectus as of the Closing Date.
b. This Brokerage Agreement has been duly and validly authorized, executed and delivered on behalf of the Broker, is a valid and binding agreement of the Broker, and is enforceable in accordance with its terms. The performance of the Broker's obligations under this Brokerage Agreement, and the consummation of the transactions set forth in this Brokerage Agreement, and in the Registration Statements as of its effective date and Prospectus as of the Closing Date are not contrary to the provisions of the Broker's Certificate of Incorporation or By-Laws, or to the best of its knowledge, after due inquiry, any applicable law, rule or regulation of any federal, state or other governmental regulatory or self-regulatory agency or body and will not result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order, to which the Broker is a party or by which the Broker is bound. c. The Broker has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform their obligations under this Brokerage Agreement and to act as described in the Registration Statements as of its effective date and the Prospectus as of the Closing Date (including, without limitation, the Broker's registration as a futures commission merchant under the CE Act and membership as a futures commission merchant with the NFA) and will maintain and renew any required licenses, registrations, approvals and memberships required during the term of this Brokerage Agreement.
Representations and Warranties of the Broker. The Broker represents and warrants to, and agrees with, the Company as set forth below in this Section 2.
(a) This Agreement has been duly authorized, executed and delivered by the Broker and constitutes a valid and binding obligation of the Broker enforceable in accordance with its terms.
(b) The Broker is registered and/or a member in good standing with the Commission, the National Association of Securities Dealers, Inc. ("NASD"), and is licensed or will, at the time of any sale of Securities, be licensed as a broker/dealer in each of the states identified on Annex A hereto.
(c) The Broker has reviewed and is familiar with all regulations relating to the distribution and delivery of preliminary and final prospectuses including, but not limited to, the Act and the Exchange Act.
(d) The Broker is bonded in accordance with all federal, state and NASD requirements.
(e) The Broker is not the subject of any state, federal or local action, suit or investigation that would prevent or impair the Broker from performing its obligations and duties under this Agreement.
Representations and Warranties of the Broker. By its written acceptance of this Agreement, the Broker represents, warrants and agrees that:
(a) the Broker is duly organized and existing and in good standing under the laws of the Commonwealth of Kentucky;
(b) the Broker is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement, and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
(c) the Broker is duly registered and licensed as a broker-dealer and will notify the Fund in the event that its status as a registered broker-dealer changes;
(d) the Broker has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; and
(e) the Broker will comply with applicable laws and regulations as they relate to this Agreement.
Representations and Warranties of the Broker. The Broker represents and warrants to the Fund that:
(a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado.
(b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.
(e) The Broker has conducted a review of its supervisory controls system and has made available to the Fund the most current report of such review and any updates thereto. Every time the Broker conducts a review of its supervisory control system it will make available to the Fund for inspection a report of such review and any updates thereto. The Broker shall immediately notify the Fund of any changes in how it conducts its business that would materially change the results of its most recent review of its supervisory controls system and any other changes to the Broker’ business that would affect the business of the Fund or the Fund’s investment adviser.
Representations and Warranties of the Broker. The Broker represents and warrants to, and agrees with, the Company as set forth below in this Section 2.
(a) This Agreement has been duly authorized, executed and delivered by the Broker and constitutes a valid and binding obligation of the Broker enforceable in accordance with its terms.
(b) The Broker is registered and/or a member in good standing with the Commission, the National Association of Securities Dealers, Inc. ("NASD"), and is licensed or will, at the time of any sale of Securities, be licensed as a broker/dealer in each of the states identified on Annex A hereto.
(c) The Broker has reviewed and is familiar with all regulations relating to the
Representations and Warranties of the Broker. The Broker represents and warrants to the Fund, the General Partner, the Trading Advisor and the Selling Agent, as follows:
(a) The Broker is a corporation duly organized and validly existing and in good standing under the laws of the State of Illinois and in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Broker's ability to perform its obligations hereunder or under the Customer Agreement. The Broker has full corporate power and authority to perform its obligations under the Customer Agreement and this Agreement and as described in the Registration Statement and Prospectus.
(b) All references to the Broker in the Registration Statement and Prospectus are accurate and complete in all material respects, and set forth in all material respects the information required to be disclosed therein under the Commodity Act and the rules and regulations thereunder. As to the Broker, (i) the Registration Statement and Prospectus contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement as of its effective date did not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iii) the Prospectus at its date of issue and as of the Initial Public Closing Time did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made.
(c) The Broker has all federal and state governmental, regulatory and commodity exchange licenses and approvals, and has effected all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under the Customer Agreement and this Agreement (including, without limitation, registration of the Broker as a futures commission merchant under the Commodity Act and membership of the Broker as a futures commission merchant in the NFA), and the performance of such obligations will not violate or result in a breach of any provisi...
