Representations, Warranties and Covenants of the Distributor. A. The Distributor hereby represents and warrants to the Client, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(i) it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(ii) this Agreement has been duly authorized, executed and delivered by the Distributor and, when executed and delivered, will constitute a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and
(iv) it is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA.
B. In connection with all matters relating to this Agreement, the Distributor will comply with the applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations.
C. The Distributor shall promptly notify the Client of the commencement of any litigation or proceedings against the Distributor or any of its managers, officers or directors in connection with the issue and sale of any of the Shares.
Representations, Warranties and Covenants of the Distributor. The Distributor hereby represents and warrants to, and covenants and agrees with the Fund and Adviser, as of the date hereof and at all times during the time that the Shares are offered (provided that, to the extent representations, warranties and covenants are given only as of a specified date or dates, the Distributor only makes such representations and warranties as of such date or dates) as follows:
Representations, Warranties and Covenants of the Distributor. The Distributor represents, warrants, and/or covenants to, and/or agrees with, the Placement Agent that:
(a) The Distributor has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware with all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulating officials and bodies, and all necessary rights, licenses and permits from other parties, to conduct its business as described in the Prospectus, except where the failure to be so qualified would not have a material adverse effect on the offering of the Shares, prevent the consummation of the transactions contemplated by this Agreement, or have a material adverse effect on the Trust’s ability to conduct its business as described in the Registration Statement (a “BlackRock Material Adverse Effect”).
(b) The Distributor has established and maintains an anti-money laundering program and/or procedures reasonably designed to achieve compliance with all applicable laws, rules and regulations of its own jurisdiction including, where applicable, the Bank Secrecy Act (as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”)). In addition, the Distributor acknowledges receipt of the Placement Agent’s Non-Cash Compensation Policy and agrees to comply with this policy and provide prompt notice to the Placement Agent if the Distributor becomes aware of activity that may constitute a violation of this policy. The Distributor or an affiliate is in compliance with the applicable conditions and qualifications set forth in Rule 2341(k) of the Conduct Rules of FINRA, as amended from time to time, which enable a member of FINRA to offer or sell the Shares of the Trust.
(c) This Agreement has been duly authorized, executed and delivered by the Distributor and, assuming due and valid execution and delivery hereof by the Placement Agent, will constitute a valid and binding agreement of the Distributor, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally, and by general principals of equity.
(d) The Distributor will not knowingly solicit a Placement Agent Customer to invest in another fund distributed by the Distributor or its affiliates, other than the Trust, where the sole and only...
Representations, Warranties and Covenants of the Distributor. The Distributor represents, warrants and covenants to the Clearing Broker that:
(a) it is a corporation, partnership or other entity, duly organized and validly existing in good standing under the laws of the jurisdiction in which it was organized and that the execution of the Agreement and performance of its duties hereunder have been duly authorized;
(b) it shall comply with all applicable federal and state rules and regulations that are now or may become applicable to the transactions contemplated in this Agreement;
(c) it is a member in good standing of the NASD; it shall comply with all applicable rules and regulations thereunder; and it agrees to promptly notify the Clearing Broker in writing in the event such membership is suspended or terminated;
(d) it is a broker-dealer properly registered under the 1934 Act;
(e) it shall notify Clearing Broker of any stop order with respect to the offering of Shares and of any other action or circumstance that may prevent the lawful sale of Shares in any state or jurisdiction;
(f) it shall supply Clearing Broker, or Clearing Broker’s designated agent(s), at Distributor’s own expense, with sufficient copies of the prospectus, annual reports, interim reports, proxy solicitation materials and any such other information and materials upon the request of the Clearing Broker or Clearing Broker’s designated agent(s) and that it shall do so in a manner so that Clearing Broker can comply with applicable laws and regulations regarding the timely delivery of such materials to Customers; and
Representations, Warranties and Covenants of the Distributor. (a) The Distributor understands and agrees that the common shares of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and the Distributor represents and warrants that (i) it has been advised to consult its own legal advisors with respect to trading in the common shares of the Company and with respect to the resale restrictions imposed by the securities laws of the jurisdiction in which the Distributor is resident and other applicable securities laws, (ii) it acknowledges that no representation has been made respecting the resale restrictions, including applicable hold periods imposed by applicable securities laws or other resale restrictions applicable to such securities which restrict the ability of the Distributor to resell such securities, (iii) it acknowledges that the Distributor is solely responsible to determine applicable restrictions, (iv) it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions, and (v) it is aware that the Distributor may not, prior to the Company becoming a reporting issuer in any jurisdiction of Canada, be able to resell such securities except in accordance with limited exemptions under applicable securities laws; and
(b) the Distributor is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the acquisition of common shares of the Company.
Representations, Warranties and Covenants of the Distributor. A. The Distributor hereby represents and warrants to the Fund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
i. it is a limited liability company duly organized and existing under the laws of the State of Delaware, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
ii. this Agreement has been duly authorized, executed and delivered by the Distributor and, when executed and delivered, will constitute a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
iii. it is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA.
B. In connection with all matters relating to this Agreement, the Distributor will comply with the applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations, and it will immediately notify the Fund if the Distributor’s ability to perform its obligations hereunder will be materially affected by any regulatory actions instituted against it by the SEC, any state or FINRA. In addition, the Distributor will notify the Fund if its membership in FINRA is terminated or suspended or if its registration in any state in which sale of the Shares are registered is terminated or suspended.
C. The Distributor shall promptly notify the Fund of the commencement of any litigation or proceedings against the Distributor or any of its managers, officers or directors in connection with the issue and sale of any of the Shares of the Fund.
Representations, Warranties and Covenants of the Distributor. RCM represents and warrants as follows:
a. RCM is registered as a broker-dealer under the Securities Exchange Act of 1934 (“1934 Act”) with the Securities and Exchange Commission (“SEC”) and is a member in good standing of FINRA.
b. RCM is licensed or otherwise qualified to conduct business in all jurisdictions in which its activities require such licensure or qualification.
c. RCM has been authorized by FINRA to conduct all operations which it currently conducts including, but not limited to, acting as the principal underwriter for investment companies.
d. RCM maintains a system of supervision as required by FINRA Conduct Rule 3010, pursuant to which it supervises the activities of each registered representative, registered principal and other associated person that is reasonably designed to achieve compliance with applicable securities laws and regulations and FINRA Rules.
e. RCM has adopted and implemented an Anti-Money Laundering Compliance Program as required by FINRA Conduct Rule 3011, pursuant to which it monitors compliance with the requirements of the Bank Secrecy Act (31 U.S.C. §5311 et seq.) and the regulations promulgated thereunder by the U.S. Department of the Treasury.
f. RCM has adopted and implemented a supervisory control system as required by FINRA Conduct Rule 3012, pursuant to which it has adopted policies and procedures reasonably designed to comply with the requirements of FINRA Conduct Rule 3012.
g. RCM has adopted and implemented a comprehensive compliance program as required by applicable FINRA Rules and has appointed a Chief Compliance Officer to implement such compliance program.
f. RCM has adopted and implemented a Code of Ethics reasonably designed to achieve compliance with Rule 17j-1 under the 1940 Act.
g. RCM recognizes the multiple regulatory and compliance obligations to which the Corporation is subject including, but not limited to, Rule 38a-1 under the 1940 Act, and it has adopted policies and procedures for the purpose of facilitating each Fund’s compliance with those regulatory and compliance obligations which relate in any way to the services to be provided hereunder;
h. RCM It shall maintain such records as may be reasonably required for a Fund or its Transfer Agent to respond to shareholder requests or complaints, and to permit the Fund to maintain proper accounting records; and it shall make such records available to the Fund and its Transfer Agent upon request.
i. In performing under this Agreement, RCM shall com...
Representations, Warranties and Covenants of the Distributor. The Distributor hereby represents and warrants to the Client, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
Representations, Warranties and Covenants of the Distributor. The Distributor represents, warrants, and covenants with Ameriprise Financial for Ameriprise Financial's benefit that, as of the date hereof and, except as otherwise specified herein, at all times during the term of this Agreement:
