The Dealer. Manager represents and warrants to the Fund, the Managers, and each person and firm which signs the Registration Statement, that the information under the caption "Plan of Distribution" in the Prospectus and all other information furnished to the Managers by the Dealer-Manager in writing expressly for the use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
The Dealer. Manager represents that it has reasonable grounds to believe, based on information obtained from the Fund and the Managers through the Prospectus or other materials, that all material facts relating to a sale of the Units (including facts relating to the items set forth in Section 3(b) of NASD Rule 2810) are adequately and accurately disclosed and provide a basis for evaluating an investment in the Fund.
The Dealer. Manager and each Soliciting Dealer will indemnify and hold harmless the Company from and against any and all losses, claims, damages or liabilities to which the Company may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) the failure or alleged failure by the Dealer-Manager and/or such Soliciting Dealer to perform fully and to act in compliance with the provisions of this Agreement or the Soliciting Dealer Agreement, or (ii) any untrue statement or alleged untrue statement of any material fact made by the Dealer-Manager or such Soliciting Dealer to any offeree or purchaser of any of Shares (other than any statement contained in the Prospectus or any Authorized Sales Literature, or any amendment or supplement thereto), or (iii) any omission or alleged omission by the Dealer-Manager or such Soliciting Dealer to state to any offeree or purchaser of any Shares a material fact necessary in order to make the statements made to such offeree or purchaser not misleading in light of the circumstances under which they were made (other than any such material fact omitted from the Prospectus, or any amendment or supplement thereto), and will reimburse any legal or other expenses (including, but not limited to, reasonable attorneys' fees) reasonably incurred by the Company in connection with investigating or defending any such claim or action, whether or not resulting in any liability. The indemnity agreement in this Section 7(b) will be in addition to any liability which the Dealer-Manager and/or such Soliciting Dealer may otherwise have and shall extend upon the same terms and conditions to each person signing the Registration Statement on behalf of the Company and each person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act.
The Dealer. Manager agrees to indemnify, defend and hold harmless you and any person who controls you within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, to the same extent as the foregoing indemnity from you, with respect to a breach by the Dealer- Manager of its representations, warranties, covenants, duties or obligations contained in this Agreement. If any action, suit or proceeding is brought against an indemnified party in respect of which indemnity may be sought under this Section 7(c), the Dealer-Manager shall have the rights and duties given to you under Section 7(b).
The Dealer. A. Agrees to offer Extended Service Contracts (hereinafter called "Service Contract") to its retail vehicle customers (hereinafter called "Purchaser") on all eligible vehicles during the term of this Agreement.
B. Agrees to follow the underwriting guidelines issued by the Administrator from time to time on forms supplied by the Administrator. Such guidelines will determine which vehicles are eligible for use in the Administrator's Extended Service Contract Program (hereinafter called "Program"). Any violations of such guidelines will render the Service Contract voidable, or if the Service Contract cannot be voided, result in the loss of claims reimbursement to the Dealer.
C. Agrees to remit within 15 days after the end of the month in which the business was written to the Administrator on forms supplied by the Administrator: transmittal forms, completed applications, waivers (if applicable) and appropriate monies which are due to the Administrator. Dealer agrees to issue Service Contract applications to Purchasers in numerical sequence and submit both completed and voided or spoiled contract applications to the Administrator. Failure to submit to the Administrator the above within 45 days of the application's inception date may result in denial of services or coverage.
D. Agrees that eligible vehicles include not only those vehicles that follow the Administrator's guidelines but are in sound mechanical condition at time of sale. Dealer further agrees that any pre-existing condition(s) are the sole responsibility of the Dealer and not covered under the Service Contract.
E. In the event of a cancellation, the Dealer agrees to return to the Lender, which financed the purchase price of the Service Contract, its retained portion of the total charge for the Service Contract in the amount calculated by the Administrator pursuant to the terms of the Service Contract. In the event the Service Contract was not financed, the Dealer agrees to return to the Purchaser its retained portion of the total charge for the Service Contract in the amount calculated by the Administrator pursuant to the terms of the Service Contract.
F. Agrees to permit the Administrator or its authorized representatives during normal business hours to enter Dealer's place of business to inspect and examine all records relative to the issuance of Service Contracts or the subject matter of this Agreement until one (1) year following the expiration of such Service Contracts for the purpose of revie...
The Dealer. Manager is duly registered as a securities broker-dealer in accordance with the Securities Exchange Act of 1934, as amended.
The Dealer. Manager shall not have advised the Company that the Filing, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of the Dealer-Manager, is material or omits to state a fact which, in the opinion of the Dealer-Manager, is material and is required to be stated therein or is necessary to make the statements therein not misleading.
The Dealer. Manager shall be entitled to receive from the Partnership retail selling commissions and the Dealer-Manager Fee in respect of the sale of Units, all as set forth in the Prospectus.
The Dealer. Manager is registered as a broker-dealer with the Commission and is a member in good standing of the NASD and will maintain such registration and qualification throughout the term of this Agreement.
The Dealer. Manager shall require that each Selling Dealer make every reasonable effort to determine whether a purchase of the Units is suitable for the prospective investor.
