Representations, Warranties and Covenants of Broker Sample Clauses

Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, the Broker represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized. (ii) It is empowered under applicable laws and by the Broker’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing Dealer, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing Dealer. (vii) The Broker acknowledges that the Managing Dealer will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viii) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner,...
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Representations, Warranties and Covenants of Broker. As an inducement to Lender to enter into this Agreement and to consummate the transactions contemplated hereunder, Broker makes the following representations, warranties and covenants to Lender and any successor in interest to Lender under this Agreement as of the date hereof, as of each and every date Broker submits an Application to Lender, and as of the date any related mortgage loan is closed and funded by Lender. Lender shall be deemed to have relied on such representations, warranties and covenants, regardless of any independent investigation it may have made or may hereafter make.
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Representations, Warranties and Covenants of Broker. As an inducement to REDSTONE to enter into this Agreement and to perform its duties hereunder, Xxxxxx represents, warrants, and covenants to REDSTONE, as of the date of this Agreement and as of the date each Eligible Loan Application is submitted to REDSTONE, as follows:
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Representations, Warranties and Covenants of Broker. As an inducement to Lender to enter into this Agreement and to consummate the Closing of each Mortgage Loan from an Application submitted by Xxxxxx, Broker hereby represents, warrants and covenants to Lender, as of the date of execution of this Agreement, as of the date that Broker submits each Application to Lender for approval and as of the date of Closing of each Mortgage Loan, as follows: 5.1 Broker is a natural person or an entity, as the case may be, as set forth in the first paragraph of this Agreement. If an entity, Broker is duly organized, validly existing and in good standing under the laws of the state of its organization. Broker has the full legal power, capacity and authority to enter into this Agreement and any related agreements and instruments and to perform its obligations thereunder. The execution and delivery of this Agreement and any related agreements and instruments, and the consummation of the transactions contemplated thereby, have been duly and validly authorized by all necessary action. This Agreement and any related agreements and instruments constitute the legal, valid and binding obligations of Broker and are enforceable against Broker in accordance with their terms. 5.2 Broker is properly licensed, or is exempt from licensing, and is qualified to do business in all jurisdictions where it originates Mortgage Loans, where it conducts the activities contemplated by this Agreement and where its business or operations otherwise require such qualification, and is in full compliance with the Secure and Fair Enforcement for Mortgage Licensing Act, 12 U.S.C. §§ 5101 et seq., to the extent applicable. Broker has obtained and shall maintain in good standing all lender’s and/or broker’s licenses to originate first and/or subordinate lien residential mortgage loans, filings, permits, foreign qualifications, business licenses and other licenses as may be required by applicable, federal, state or local laws, rules or regulations. Copies of all lender’s and/or broker’s licenses held by Xxxxxx and that authorize Broker to engage in the business of brokering residential mortgage loans have been, and renewals will be, provided to Lender, as reasonably requested by Xxxxxx. Broker shall promptly notify Lender of the cancellation, renewal or issuance of any lender’s and/or broker’s licenses to broker and shall upon receipt promptly provide a copy thereof to Lender. 5.3 Except as previously disclosed in writing to Lender, there are no lawsuits, arb...
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Representations, Warranties and Covenants of Broker. As an inducement to ROCKSTONE to enter into this Agreement and to perform its duties hereunder, Xxxxxx represents, warrants, and covenants to ROCKSTONE, as of the date of this Agreement and as of the date each Eligible Loan Application is submitted to ROCKSTONE, as follows:
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Representations, Warranties and Covenants of Broker. As of the date hereof and as of each Settlement Date, Broker represents, warrants and covenants to the Depository as follows: (a) Broker is a validly existing and in good standing under the laws of . (b) Broker is a registered and licensed broker dealer under the Exchange Act and in each jurisdiction in which it will solicit Purchasers of CDs and is duly authorized to act as the agent of each Purchaser for which Broker purchases or holds a CD. (c) Broker has full power to execute, deliver and perform this Agreement. (d) This Agreement constitutes a legal, valid and binding obligation of Broker enforceable against Broker in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, liquidation or other similar laws generally affecting the enforcement of creditors’ rights. (e) Broker will comply with any federal, state and local tax reporting requirements applicable to the Depository in connection with CDs held by its customers (including such federal income tax withholding provisions as may be required by the Internal Revenue Service) and will maintain a separate account for any taxes required to be withheld as required by law with respect to any Purchasers and will remit any such taxes withheld on a timely basis to the appropriate taxing authority. (f) Broker will comply with federal and state securities laws and regulations applicable to its performance hereunder as seller of CDs (including CDs subject to the Guarantee). (g) Broker will, in accordance with applicable published requirements of the Federal Deposit Insurance Corporation (“FDIC”), maintain records of its customers who are purchasers of CDs, including their names, addresses, tax identification numbers and dollar amounts of CDs owned by them and of any representative capacity in which any Purchaser may be acting. (h) Broker has fully complied with all requirements of 12 C.F.R. §337 applicable to deposit brokers. (i) Broker will comply with all federal anti-money laundering statutes, rules and regulations applicable to a broker-dealer registered under the Exchange Act, including, but not limited to, the Bank Secrecy Act (31 U.S.C. 5311 et. seq.), its implementing regulations (31 C.F.R. Part 103), and such federal statutes amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (P.L. 107-56, October 26, 2001) or as may be amended from time to time (the “USA PATRIOT Act”). Broker furthe...
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Representations, Warranties and Covenants of Broker. Broker makes the following further representations, warranties and covenants:
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Representations, Warranties and Covenants of Broker. Broker makes the following representations, warranties and covenants: (i) The Account has been established as set forth in Article 1 above and will be maintained in the manner set forth herein until this Agreement is terminated. Broker will not change the name or account number of the Account without the prior written consent of Creditor. (ii) No financial asset credited to the Account is or will be registered in the name of Debtor, payable to the order of Debtor or specially indorsed to Debtor, unless such financial asset has been further indorsed by Debtor to Broker or in blank. (iii) This Agreement is a valid and binding agreement of Broker enforceable in accordance with its terms. (iv) Broker has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Account and/or any financial asset credited thereto pursuant to which it has agreed, or will agree, to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such person. Broker has not entered into any other agreement with Debtor or Creditor purporting to limit or condition the obligation of Broker to comply with entitlement orders as agreed in Article 2 hereof.
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Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, Broker represents, warrants, and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Broker is organized. (ii) It is empowered under applicable laws and by Broker’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil, or criminal matters affecting Broker’s ability to perform under this Agreement.
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Related to Representations, Warranties and Covenants of Broker

  • Representations, Warranties and Covenants of the Company The Company represents and warrants to, and agrees with, Subscriber that:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of the Secured Parties, that: (a) as of the Effective Date, Schedule II sets forth a true and complete list, with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in any Subsidiary and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such Grantor; (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally; provided that the foregoing representations, insofar as they relate to the Pledged Debt Securities issued by a Person other than the Parent Borrower or any Subsidiary, are made to the knowledge of the Grantors; (c) except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, (iii) will make no further assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever; (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Equity Interests and, to the extent issued by Holdings or any Subsidiary, the Pledged Debt Securities are and will continue to be freely transferable and assignable, and none of the Pledged Equity Interests and, to the extent issued the Parent Borrower or any Subsidiary, the Pledged Debt Securities are or will be subject to any option, right of first refusal, shareholders agreement, charter, by-law or other organizational document provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties in any material respect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated; and (f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities, free of any adverse claims, under the New York UCC to the extent such lien and security interest may be created and perfected under the New York UCC, as security for the payment and performance of the Secured Obligations.

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