REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER Clause Samples
The 'Representations and Warranties by the Underwriter' clause sets out the specific assurances and factual statements that the underwriter makes to the issuer in a securities offering. These typically include confirmations that the underwriter is duly authorized to enter into the agreement, is in compliance with applicable laws, and has not engaged in misleading or unlawful conduct related to the offering. By requiring these representations and warranties, the clause helps allocate risk and ensures that the issuer can rely on the underwriter’s integrity and legal compliance, thereby protecting the issuer from potential liabilities arising from the underwriter’s actions.
REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER. The Underwriter represents and warrants that:
2.3.1 It is registered as a broker dealer with the SEC under the 1934 Act, and is a member in good standing of the NASD.
2.3.2 Each investment adviser listed on Schedule C (each, an "Adviser") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law.
REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER. The Underwriter represents and warrants that:
2.3.1 It is registered as a broker dealer with the SEC under the 1934 Act, and is a member in good standing of FINRA.
2.3.2 Each investment adviser (each, an “Adviser”) of a Portfolio, as indicated in the current prospectus of the Portfolio, is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended or exempt from such registration.
REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER. The Underwriter represents and warrants that:
2.3.1 It is registered as a broker dealer with the SEC under the 1934 Act, and is a member in good standing of the NASD.
2.3.2 Each investment adviser listed on Schedule C (each, an "Adviser") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law.
2.3.3 All of its directors, officers, employees and others dealing with the money and/or securities of a Portfolio, that are so required by Rule 17g-1 under the 1940 Act, are and shall be at all times covered by a blanket fidelity bond or similar coverage in an amount not less that the minimum coverage required by Rule 17g-1 or other regulations under the 1940 Act. Such bond shall include coverage for larceny and embezzlement and be issued by a reputable bonding company. redacted
2.3.4 It will comply in all material respects with the 1933 and 1940 Acts and the rules and regulations thereunder.
REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER. The Underwriter represents and warrants that:
2.3.1 It is registered as a broker dealer with the SEC under the 1934 Act, and is a member in good standing of the NASD.
2.3.2 Each investment adviser listed on Schedule C (each, an "Adviser") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law.
2.3.3 All of its directors, officers, employees and others dealing with the money and/or securities of a Portfolio, that are so required by Rule 17g-1 under the 1940 Act, are and shall be at all times covered by a blanket fidelity bond or similar coverage in an amount not less that the minimum coverage required by Rule 17g-1 or other regulations under the 1940 Act. Such bond shall include coverage for larceny and embezzlement and be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event such coverage no longer applies.
2.3.4 It will comply in all material respects with the 1933 and 1940 Acts and the rules and regulations thereunder.
2.3.5 redacted 2.3.6 redacted
REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER. The Underwriter represents and warrants that:
2.3.1 It is registered as a broker/dealer with the SEC under the 1934 Act, and is a member in good standing of the NASD.
REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER. The Underwriter represents and warrants that:
2.3.1 It is registered as a broker dealer with the SEC under the 1934 Act, and is a member in good standing of the NASD.
2.3.2 Each investment adviser listed on Schedule C (each, an "Adviser") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law.
2.3.3 It is duly organized and in good standing under the laws of the State of California.
2.3.4 It will sell and distribute the Trust's shares in accordance with all applicable federal securities laws.
REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER. The Underwriter represents and warrants to the Company that:
(a) (no registration) it understands that the Underwritten Shares have not been, and will not be, registered under the Securities Act and undertakes that neither it nor any of its Affiliates will offer any Underwritten Shares in the United States of America or to any US person and it undertakes, as specified by Rule 902(g)(1) under the Securities Act, that, prior to the expiration of the Distribution Compliance Period, all offers and sales of the Shares by it shall be made only in accordance with Rule 903 and Rule 904 under the Securities Act pursuant to an available exemption from the registration requirements of the Securities Act or in accordance with the No Action Letter and it will not engage in hedging transactions with regard to such Shares unless in compliance with the Securities Act;
(b) (no directed selling efforts) with respect to Underwritten Shares, it and each of its Affiliates has not engaged in and will not engage, in any Directed Selling Efforts; and
(c) (conduct of offer) without limitation to the foregoing, each offer of the Offer Shares by it shall be made in accordance with all applicable requirements of the jurisdiction in which the offer or sale is made;
(d) (status) it is a company limited by shares and registered under the Corporations Act;
(e) (power) the Underwriter has the power and authority to enter into and comply with all of the terms and conditions of this agreement;
(f) (authorisations) the Underwriter has obtained all approvals and authorities that may be required to permit the Underwriter to enter into this agreement and to perform this agreement in accordance with its terms and all such approvals and authorities remain valid and subsisting; and
(g) (validity of obligations) the obligations of the Underwriter under this agreement are valid and binding.
(h) (sub-underwriting) if it enters an agreement with any other person to sub-underwrite its obligations under this Agreement, that other agreement will contain provisions equivalent to this clause 8.2.
REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER. The Underwriter represents and warrants to, and agrees with the Company that:
(a) it has not offered or sold and, prior to the expiry of a period of six months from the closing date, will not offer or sell any Notes included in this offering to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;
(b) it has only communicated and caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets A▇▇ ▇▇▇▇ (the “FMSA”)) received by it in connection with the issue or sale of any Notes included in this offering in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by them in relation to the Notes included in this offering in, from or otherwise involving the United Kingdom.
REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER. The Underwriter represents and warrants that:
2.3.1 It is registered as a broker dealer with the SEC under the 1934 Act, and is a member in good standing of the NASD.
2.3.2 Each investment adviser listed on Schedule C (each, an "Adviser") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law.
2.3.3 The Underwriter represents and warrants that all of its directors, officers, employees and other individuals or entities affiliated with it dealing with the money and/or securities of the Trust are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage in an amount not less than the minimum coverage as required currently by Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. The Underwriter agrees to make reasonable efforts to see that such bond or another bond containing such provisions is always in effect, and agrees to notify you in the event that such coverage no longer applies.
REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER. The Underwriter represents and warrants that: