Representations and Warranties of Distributor Clause Samples

Representations and Warranties of Distributor. DISTRIBUTOR hereby represents and warrants to COMPANY as follows: (a) DISTRIBUTOR is a corporation duly organized, validly existing and in good standing under the laws of the State of Nebraska. DISTRIBUTOR has the requisite power to own properties, to carry on its business as now being conducted by it, and to execute, deliver and perform this Agreement. (b) This Agreement is, when executed and delivered by DISTRIBUTOR and by the COMPANY, the valid and binding obligation of DISTRIBUTOR enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and further subject to general equity principles. (c) The execution, delivery and performance by DISTRIBUTOR of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate, conflict with, result in a breach or termination of, or constitute a default under (or an event which with due notice or lapse of time, or both, would constitute a breach of or default under), (i) the certificate of incorporation, as amended to date, of DISTRIBUTOR, (ii) any judgment, order, decree, ruling or injunction applicable to DISTRIBUTOR, or (iii) any contract or agreement between DISTRIBUTOR and any third party. (d) There is no action, suit or proceeding pending or, to the knowledge of DISTRIBUTOR, threatened against DISTRIBUTOR which, if decided adversely to DISTRIBUTOR, may prevent the consummation of the transactions contemplated by this Agreement.

Representations and Warranties of Distributor. Distributor represents and warrants to the Trust that Distributor is and during the term of this Agreement shall remain registered as a broker-dealer under the 1934 Act, admitted as a member with the NASD, and duly registered under applicable state securities laws, and that Distributor is and shall remain during the term of this Agreement in compliance with Section 9(a) of the 1940 Act.

Representations and Warranties of Distributor. Distributor represents and warrants to the Company that: a. It is a corporation duly organized, existing and in good standing under the laws of the State of Maryland. b. It is a broker dealer registered under the 34 Act. c. Shares of the Classes are registered and authorized for sale in accordance with any and all applicable federal and state securities laws. d. It is authorized to enter into and perform this Agreement, and the performance of its obligations hereunder does not and will not violate or conflict with any governing documents or agreements of or on behalf of the Classes. e. It agrees to notify the Company promptly in the event that it is, for any reason, unable to perform any of its obligations under this Agreement.

Representations and Warranties of Distributor. The Distributor represents and warrants that (i) the Registration Statement and the Prospectus contained therein each conforms in all material respects to the requirements of the 1933 Act, and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the sale and distribution of the Shares as contemplated herein will not conflict with or result in a breach or violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Trust, any Fund or the Distributor; (iii) no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issuance and sale of the Shares, except the registration under the 1933 Act of the Shares, which has occurred and is in effect for the Shares and the Trust; (iv) the Registration Statement has been declared effective by the SEC under the 1933 Act and the Investment Company Act of 1940, as amended (the “1940 Act”), and the SEC has not issued any stop order or other order or notice preventing or suspending the use of the Registration Statement or the Prospectus, and no proceedings for such purpose have been instituted, are pending or, to the best of its knowledge, are being contemplated or threatened by the SEC; (v) the Shares, when issued and delivered against payment of consideration, as provided in this Agreement, will be validly issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights; (vi) prior to the launch of each Fund, such Fund’s Shares have been approved for listing on the NYSE Arca, Inc.; and (vii) all marketing and promotional materials prepared by the Trust, the Distributor, the Funds’ adviser or any of their agents on their behalf, or to be prepared by any of them in the future and provided to the Authorized Participant in connection with the offer and sale of Shares, comply with applicable law, including without limitation, as applicable, the provisions of the 1933 A...

Representations and Warranties of Distributor. DISTRIBUTOR represents and warrants to WOLF GUARD, acknowledging that WOLF GUARD is relying upon such representations and warranties in connection with its entering into this Agreement, as follows: DISTRIBUTOR is a valid subsisting corporation incorporated pursuant to the laws of ____; DISTRIBUTOR has all requisite power and authority to execute and deliver this Agreement and has all necessary power and authority to perform the obligations of DISTRIBUTOR as set out herein; the entering into of this Agreement will not result in the violation of any of the terms and provisions of any agreement, written or oral, to which DISTRIBUTOR may be a party; the execution and delivery of this Agreement has been duly authorized by all necessary action on the part of DISTRIBUTOR and this Agreement, when duly executed and delivered by DISTRIBUTOR, will constitute a legal and binding obligation of DISTRIBUTOR enforceable in accordance with its terms; the performance by DISTRIBUTOR of all its obligations hereunder, including the sale of the Product, will be conducted in compliance with all applicable laws in the Territory; and DISTRIBUTOR possesses a readily available and extensive sales network in the Territory. The Product will be marketed and sold by DISTRIBUTOR solely under the Trade-marks. DISTRIBUTOR will not alter, obscure, remove, cancel or otherwise interfere with any markings (including without limitation any Trade-marks, logos, trade names or trading style of WOLF GUARD) and other indications of origin, which may be placed on Product. DISTRIBUTOR acknowledges that WOLF GUARD is the exclusive owner of the Trade-marks and DISTRIBUTOR has no right, title or interest whatsoever in the Trade-marks and any goodwill association therewith and that all goodwill associated with the Trade-marks is owned by and shall enure exclusively to and for the benefit of WOLF GUARD. Furthermore, DISTRIBUTOR agrees not to represent in any manner that it has acquired any ownership rights in the Trade-marks. Any goodwill enjoyed by DISTRIBUTOR from use of the Trade-marks shall vest in and become the absolute property of WOLF GUARD and DISTRIBUTOR undertakes and agrees, at the request and expense of WOLF GUARD, whether before or after termination of this Agreement, to execute all such instruments and to do all such acts and things as may be necessary and desirable to vest absolutely in WOLF GUARD all such Trade-marks and the goodwill therein. DISTRIBUTOR shall, during the Term of this Agre...

Representations and Warranties of Distributor. Distributor represents and warrants to the Fund the following: (1) In furnishing its services and performing its duties under this Agreement, Distributor shall act in conformity with the applicable Prospectus and Statement of Additional Information and shall not utilize any materials except the applicable Fund Prospectus and Statement of Additional Information and such other materials as the Fund or Fund shall provide or approve. (2) Distributor undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by Distributor hereunder. Distributor assumes no responsibility for compliance by the Fund, any Fund or any other entity with the applicable requirements of the Securities Laws or any laws, rules or regulations of governmental authorities having jurisdiction over such entity.

Representations and Warranties of Distributor. Distributor represents and warrants to the Sub-Distributor the following: (1) Distributor undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by Distributor hereunder and under the Underwriting Agreement. Distributor assumes no responsibility for compliance by the Fund, the Adviser, the Sub-Distributor or any other entity with the applicable requirements of the Securities Laws or any laws, rules or regulations of governmental authorities having jurisdiction over such entity. (2) No filing with, or authorization, approval, consent, license, permit, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Distributor of its obligations hereunder, in connection with the offering, issuance or sale of the Shares hereunder or the consummation of the transactions contemplated by this Agreement and the Underwriting Agreement, except as referred to in the Prospectus or the Registration Statement and such as have been already obtained or as may be required under the 1933 Act, the 1940 Act, the 1934 Act, state securities laws or the filing requirements of FINRA, except for such filings that would not result in a material adverse effect on the ability of the Distributor to perform its obligations under this Agreement and the Underwriting Agreement. (3) The Distributor possesses all Governmental Licenses, except where the absence of such possession would not result in a material adverse effect on the ability of the Sub-Distributor to perform its obligations under this Agreement or the Underwriting Agreement; the Distributor is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a material adverse effect on the ability of the Sub-Distributor to perform its obligations under this Agreement or the Underwriting Agreement; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a material adverse effect on the ability of the Distributor to perform its obligations under this Agreement or the Underwriting Agreement; and the Distributor has not received any notice of pro...

Representations and Warranties of Distributor. Distributor represents and warrants to Insurer that Distributor is and shall remain registered during the term of this Agreement as a broker-dealer with the SEC under the 1934 Act, is a member of FINRA, and is duly registered under applicable state securities laws, and that Distributor is and shall remain during the term of this Agreement in compliance with Section 9(a) of the 1940 Act.

Representations and Warranties of Distributor. Distributor represents and warrants to State Farm that Distributor is and during the term of this Agreement shall remain registered as a broker-dealer under the 1934 Act, admitted as a member with the NASD, and duly registered under applicable state securities laws, and that Distributor is and shall remain during the term of this Agreement in compliance with Section 9(a) of the 1940 Act.