Representations, Warranties and Covenants of Agent. Agent represents, warrants and covenants to Client that:
(a) Agent is a limited liability company duly organized and validly existing under the laws of its state of organization;
(b) Agent is, and for the term of this Agreement shall remain, duly registered as a transfer agent under the Exchange Act;
(c) subject to Section 7 hereof, during the term of this Agreement, Agent shall comply with its obligations as a transfer agent under the Exchange Act and the rules and regulations thereunder; and
(d) assuming the accuracy of Client’s representations and warranties and compliance by Client with its covenants hereunder, the execution and delivery of this Agreement, and the performance by Agent of its obligations in accordance with this Agreement, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the organizational documents of Agent, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Agent is a party or by which it is bound. This Agreement has been duly authorized, executed and delivered by Agent and is enforceable against Agent in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally.
Representations, Warranties and Covenants of Agent. Agent represents, warrants and covenants to Client that:
(a) Agent is a Massachusetts corporation organized and validly existing under the laws of its state of organization;
(b) Agent is, and for the term of this Agreement shall remain, duly registered as a transfer agent under the Exchange Act;
(c) subject to Section 7 hereof, during the term of this Agreement, Agent shall comply with its obligations as a transfer agent under the Exchange Act and the rules and regulations thereunder; and
(d) assuming the accuracy of Client's representations and warranties and compliance by Client with its covenants hereunder, the execution and delivery of this Agreement, and the performance by Agent of its obligations in accordance with this Agreement, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the organizational documents of Agent, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Agent is a party or by which it is bound. This Agreement has been duly authorized, executed and delivered by Agent and is enforceable against Agent in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally.
(e) Agent undertakes to comply with all applicable requirements of the Securities Laws, including the Investment Company Act of 1940, the Securities Act of 1933, and the Securities Exchange Act of 1934, as each may be amended, and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by Agent hereunder. Except as specifically set forth herein, Agent assumes no responsibility for such compliance by the Fund or any other entity.
(f) The books and records pertaining to the Client, which are in the possession or under the control of Agent, shall be the property of the Client. Such books and records shall be prepared and maintained as required by the Investment Company Act of 1940, the Internal Revenue Code of 1986 and other applicable securities laws, rules and regulations. The Client shall have access to such books and records at all times during Agent's normal business hours upon reasonable advance notice. Upon the reasonable request of the Client, copies of any such books and records...
Representations, Warranties and Covenants of Agent. Agent represents, warrants and covenants to Client that:
(a) Agent is a limited liability company duly organized and validly existing under the laws of its state of organization;
(b) Agent is, and for the term of this Agreement shall remain, duly registered as a transfer agent under the Exchange Act;
(c) during the term of this Agreement, Agent shall comply with its obligations as a transfer agent under the Exchange Act and the rules and regulations thereunder; and
(d) the execution and delivery of this Agreement, and the performance by Agent of its obligations in accordance with this Agreement, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the organizational documents of Agent, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Agent is a party or by which it is bound. This Agreement has been duly authorized, executed and delivered by Agent and is enforceable against Agent in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally.
Representations, Warranties and Covenants of Agent. The undersigned (the “Agent(s)”), hereby makes the following representations, warranties and covenants in favor of IMPERIAL PREMIUM FINANCE, LLC AND IMPERIAL FINANCE & TRADING, LLC, each a Florida limited liability company and [Name of Trustee], as trustee (collectively, the “Reliance Parties”), knowing that the Reliance Parties have and shall rely thereon in making certain financial accommodations relating to the financing of that certain life insurance policy or policies (the “Policy”) identified by the insured’s name and policy number on Exhibit “A” hereto, which Exhibit shall be amended from time to time by executing a new Exhibit “A,” which shall be attached to and incorporated into the prior Exhibit “A,” and to which each and every one of the representations, warranties and covenants herein shall apply. The Agent shall not be responsible for the inaccuracies and/or omissions on the part of the insured, with the exception of those of which the Agent had or should have had knowledge.
Representations, Warranties and Covenants of Agent. Agent hereby represents, warrants and covenants in favor of the Merchant as follows:
Representations, Warranties and Covenants of Agent. The Agent -------------------------------------------------- represents and warrants to the Transferor and World Omni as follows:
Representations, Warranties and Covenants of Agent. The Agent ------------------------------------------------------- represents and warrants to the Company and Xxxxxx Xxx as follows:
Representations, Warranties and Covenants of Agent. Katalyst hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement:
(a) Katalyst represents that neither it, nor to its knowledge any of its Sub-Agents or any of its or their respective directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Katalyst Covered Person” and, together, “Katalyst Covered Persons”), is or will be subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act Disqualification Event or has or will have been involved in any matter which would be a Disqualification Event except for the fact that it occurred before September 23, 2013.
(b) Katalyst will notify the Company promptly in writing of any Disqualification Event relating to any Katalyst Covered Person not previously disclosed to the Company in accordance with the prior section.
Representations, Warranties and Covenants of Agent. Agent hereby represents, warrants and covenants in favor of the Merchant as of the Closing Date as follows:
Representations, Warranties and Covenants of Agent. The Agent represents and warrants to the Seller and TMCC as follows:
