DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES Sample Clauses

DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES. Distributor represents and warrants that: a. It is a limited liability company duly organized and existing and in good standing under the laws of the state of Delaware and is duly registered or exempt from registration as a broker-dealer in all states and jurisdictions in which it provides services as principal underwriter and distributor for the Funds. b. It is a member in good standing of the NASD. c. It is empowered under applicable laws and by Distributor's charter and by-laws to enter into this Agreement and perform all activities and services of the Distributor provided for herein and that there are no impediments, prior or existing, regulatory, self-regulatory, administrative, civil or criminal matters affecting Distributor's ability to perform under this Agreement. d. All requisite actions have been taken to authorize Distributor to enter into and perform this Agreement.

DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES. Distributor represents and warrants to ▇▇▇ that (a) it has the right and lawful authority to enter into this Agreement, and (b) the execution, delivery and performance of this Agreement will not cause or require Distributor to breach any obligation to, or agreement or confidence with, any other person or entity.

DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES. Distributor represents and warrants that: a. It is a corporation duly organized and existing and in good standing under the laws of the state of California and is duly registered or exempt from registration as a broker-dealer in all states and jurisdictions in which it provides services as a non-exclusive distributor for the Funds. b. It is a member in good standing of the FINRA. c. It is empowered under applicable laws and by Distributor’s organizational documents to enter into this Agreement and perform all activities and services of the Distributor provided for herein and that there are no impediments, prior or existing, regulatory, self-regulatory, administrative, civil or criminal matters affecting Distributor’s ability to perform under this Agreement. d. All requisite actions have been taken to authorize Distributor to enter into and perform this Agreement. e. It is a financial institution subject to the U.S. Bank Secrecy Act of 1970, as amended (31 ▇.▇.▇. §▇▇▇▇ et seq.) (the “BSA”), and is in compliance with, and throughout the term of this Agreement will continue to comply with, its obligations under the BSA and the implementing regulations and applicable regulatory guidance thereunder (collectively, the “AML Laws”). Throughout the term of this Agreement, it will remain in compliance with its obligations under Rule 17a-8 under the Exchange Act, and with the anti-money laundering rules of relevant self-regulatory organizations. f. It has taken, and will continue to take, appropriate steps necessary to continually avail itself of the safe harbor provided by Section 103.110 of Title 31, Code of Federal Regulations, relating to the voluntary sharing of information among financial institutions regarding suspected terrorist or money laundering activity.

DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES. Distributor hereby represents and warrants to Company as follows: (a) Distributor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and lawful authority to own, lease and operate its assets and to carry on its business as heretofore conducted. Distributor has the full legal right, corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Distributor and constitutes the valid and binding obligation of Distributor, enforceable against Distributor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally or by general equitable principles. (b) Nothing contained in this Agreement is in conflict with any other agreement to which Distributor or its Affiliates is or may become a party or is otherwise bound. (c) Distributor shall distribute, market, and sell the Product in accordance with the Laws of the Territory. Company agrees to provide Distributor with all information and assistance required in order for Distributor to comply with the foregoing obligation to the extent reasonably possible.

DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES. Distributor hereby -------------------------------------------- represents and warrants to the Company that: (i) Distributor is a business organization duly organized and in good standing in accordance with the laws of Colombia; (ii) Distributor has duly -------- authorized the execution and performance of this Agreement; (iii) this Agreement is lawful and may be performed in accordance with its terms under all the laws in force in Colombia as of the date -------- hereof; (iv) Distributor will advise the Company of any changes in the laws which might or will impair the validity of all or any part --- of this EXCLUSIVE DISTRIBUTION AGREEMENT -------------------------------- March 8, 2003 Page 8 of 30 Agreement; and (v) Distributor is a business organization with the required personnel duly trained to market and sell products similar to the Products, and has the capacity to obtain through third parties transportation to distribute such Products, warehouses to store them and a computer system which allows a detailed control of stocks and sales.

DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES. Distributor represents and warrants that: A. Distributor is a corporation duly incorporated, organized and validly existing in good standing under the laws of its jurisdiction of incorporation; B. Distributor has all necessary power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor the performance of the transactions contemplated hereby will, with or without the giving of notice and/or the passage of time, or both, (i) conflict with, or constitute a default under, any applicable law in respect of Distributor, or require any action, consent, approval or authorization of, or any declaration, filing or registration with or notification to, any person, government agency or entity or any action, consent, approval or authorization under applicable law, (ii) result in the loss of any right under, conflict with or constitute a default under, or accelerate the date of performance of, any covenant, obligation or agreement to which GDTI may be a party or by which Distributor or any of its assets, rights or properties may be bound or (iii) conflict with or constitute a default under any of the charter documents or by-laws of Distributor. This Agreement constitutes a valid and binding obligation of Distributor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws relating to or affecting the enforcement of creditors' rights generally, and principles of equity. C. Distributor and its affiliates are not involved in any litigation which would materially affect Distributor's performance under this Agreement, excepting those matters previously disclosed to GDTI by Distributor in writing. D. Distributor shall maintain a high degree of financial integrity, service excellence and ethical conduct in its relations with end users of the Products.

DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES. Distributor represents and warrants to HBC that (a) it has the right and lawful authority to enter into this Agreement, and (b) the execution, delivery and performance of this Agreement will not cause or require Distributor to breach any obligation to, or agreement or confidence with, any other person or entity.

DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES. Distributor represents and warrants that: a. It is a corporation duly organized and existing and in good standing under the laws of the state of Wisconsin and is duly registered or exempt from registration as a broker-dealer in all states and jurisdictions in which it provides services as a non-exclusive distributor for the Funds. b. It is a member in good standing of the NASD. c. It is empowered under applicable laws and by Distributor's organizational documents to enter into this Agreement and perform all activities and services of the Distributor provided for herein and that there are no impediments, prior or existing, regulatory, self-regulatory, administrative, civil or criminal matters affecting Distributor's ability to perform under this Agreement. d. All requisite actions have been taken to authorize Distributor to enter into and perform this Agreement.

DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES. Distributor represents and warrants that: a. It is a corporation duly organized and existing and in good standing under the laws of the state of Wisconsin and is duly registered or exempt from registration as a broker-dealer in all states and jurisdictions in which it provides services as a non-exclusive distributor for the Funds.