Representations and Warranties of the Broker Sample Clauses

The "Representations and Warranties of the Broker" clause sets out the specific assurances and factual statements that the broker affirms to be true at the time of entering into the agreement. These may include confirmations that the broker is properly licensed, has the authority to enter into the contract, and is not subject to any legal restrictions or conflicts of interest. By including these representations and warranties, the clause helps ensure that the broker is qualified and legally able to perform their duties, thereby protecting the other party from potential risks arising from misrepresentation or non-compliance.
Representations and Warranties of the Broker. The Broker hereby represents and warrants to the Trust that: a. On the date hereof the Broker is, and at all times during the term of this Brokerage Agreement will be, a duly formed and validly existing corporation in good standing under the laws of the state of its organization, and at all times during the term of this Brokerage Agreement will be in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualifications and the failure to be so qualified materially adversely would affect its ability to perform its obligations under this Brokerage Agreement and to operate as described in the Prospectus, and has full capacity and authority to conduct its business and to perform its obligations under this Brokerage Agreement, and to act as described in the Registration Statements as of its effective date and the Prospectus as of the Closing Date. b. This Brokerage Agreement has been duly and validly authorized, executed and delivered on behalf of the Broker, is a valid and binding agreement of the Broker, and is enforceable in accordance with its terms. The performance of the Broker's obligations under this Brokerage Agreement, and the consummation of the transactions set forth in this Brokerage Agreement, and in the Registration Statements as of its effective date and Prospectus as of the Closing Date are not contrary to the provisions of the Broker's Certificate of Incorporation or By-Laws, or to the best of its knowledge, after due inquiry, any applicable law, rule or regulation of any federal, state or other governmental regulatory or self-regulatory agency or body and will not result in any violation, breach or default under any term or provision of any undertaking, contract, agreement or order, to which the Broker is a party or by which the Broker is bound. c. The Broker has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform their obligations under this Brokerage Agreement and to act as described in the Registration Statements as of its effective date and the Prospectus as of the Closing Date (including, without limitation, the Broker's registration as a futures commission merchant under the CE Act and membership as a futures commission merchant with the NFA) and will maintain and renew any required licenses, registrations, approvals and memberships required during the term of this Brokerage Agreement.
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Representations and Warranties of the Broker. The Broker represents and warrants to, and agrees with, the Company as set forth below in this Section 2. (a) This Agreement has been duly authorized, executed and delivered by the Broker and constitutes a valid and binding obligation of the Broker enforceable in accordance with its terms. (b) The Broker is registered and/or a member in good standing with the Commission, the National Association of Securities Dealers, Inc. ("NASD"), and is licensed or will, at the time of any sale of Securities, be licensed as a broker/dealer in each of the states identified on Annex A hereto. (c) The Broker has reviewed and is familiar with all regulations relating to the distribution and delivery of preliminary and final prospectuses including, but not limited to, the Act and the Exchange Act. (d) The Broker is bonded in accordance with all federal, state and NASD requirements. (e) The Broker is not the subject of any state, federal or local action, suit or investigation that would prevent or impair the Broker from performing its obligations and duties under this Agreement.
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Representations and Warranties of the Broker. By its written acceptance of this Agreement, the Broker represents, warrants and agrees that: (a) the Broker is duly organized and existing and in good standing under the laws of the Commonwealth of Kentucky; (b) the Broker is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement, and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (c) the Broker is duly registered and licensed as a broker-dealer and will notify the Fund in the event that its status as a registered broker-dealer changes; (d) the Broker has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; and (e) the Broker will comply with applicable laws and regulations as they relate to this Agreement.
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Representations and Warranties of the Broker. The Broker represents and warrants to the Fund that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (e) The Broker has conducted a review of its supervisory controls system and has made available to the Fund the most current report of such review and any updates thereto. Every time the Broker conducts a review of its supervisory control system it will make available to the Fund for inspection a report of such review and any updates thereto. The Broker shall immediately notify the Fund of any changes in how it conducts its business that would materially change the results of its most recent review of its supervisory controls system and any other changes to the Broker’ business that would affect the business of the Fund or the Fund’s investment adviser.
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Representations and Warranties of the Broker. The Broker represents and warrants to the Fund, the General Partner, the Trading Advisor and the Selling Agent, as follows: (a) The Broker is a corporation duly organized and validly existing and in good standing under the laws of the State of Illinois and in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially adversely affect the Broker's ability to perform its obligations hereunder or under the Customer Agreement. The Broker has full corporate power and authority to perform its obligations under the Customer Agreement and this Agreement and as described in the Registration Statement and Prospectus. (b) All references to the Broker in the Registration Statement and Prospectus are accurate and complete in all material respects, and set forth in all material respects the information required to be disclosed therein under the Commodity Act and the rules and regulations thereunder. As to the Broker, (i) the Registration Statement and Prospectus contain all statements and information required to be included therein under the Commodity Act and the rules and regulations thereunder, (ii) the Registration Statement as of its effective date did not contain any misleading or untrue statement of a material fact or omit to state a material fact which is required to be stated therein or necessary to make the statements therein not misleading and (iii) the Prospectus at its date of issue and as of the Initial Public Closing Time did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in light of the circumstances under which such statements were made. (c) The Broker has all federal and state governmental, regulatory and commodity exchange licenses and approvals, and has effected all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its obligations under the Customer Agreement and this Agreement (including, without limitation, registration of the Broker as a futures commission merchant under the Commodity Act and membership of the Broker as a futures commission merchant in the NFA), and the performance of such obligations will not violate or result in a breach of any provisi...
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Representations and Warranties of the Broker. The Broker represents and warrants to, and agrees with, the Company as set forth below in this Section 2. (a) This Agreement has been duly authorized, executed and delivered by the Broker and constitutes a valid and binding obligation of the Broker enforceable in accordance with its terms. (b) The Broker is registered and/or a member in good standing with the Commission, the National Association of Securities Dealers, Inc. ("NASD"), and is licensed or will, at the time of any sale of Securities, be licensed as a broker/dealer in each of the states identified on Annex A hereto. (c) The Broker has reviewed and is familiar with all regulations relating to the
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Representations and Warranties of the Broker a) The Broker represents and warrants that: 1) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; 2) the execution, delivery and performance by it of this Agreement: o are within its corporate or other constitutive powers and have been duly authorized by all necessary action under its constitutive documents, o require no action by or in respect of, or filing with, any governmental body, agency or official (including without limitation any exchange control approvals), and o do not contravene, or constitute a default under any provision of applicable law or regulation or of its organic documents or of any agreement, judgment, injunction, order, decree or other instrument binding upon it; 3) it is, to its best knowledge, concerned by no action or arbitration or court proceedings or any administrative or other similar measures which could lead to a clear and significant degradation in its activity, assets or financial situation or which could affect the validity or successful performance of the Agreement 4) the Broker is an investment company approved by the F.S.M.A. to provide amongst others the following investment services: receipt-transmission of orders on behalf of third parties and order performance for third parties, and that it will maintain such approval during the term of the Agreement 5) it will provide the Client with a copy of any if its approval(s) and membership of the Markets 6) it is either a member of the Markets specified in Schedule 1 or has arrangements in place in order to execute the Orders on the Markets. The Broker undertakes to notify immediately the Client of any change in the representations made above. The Broker shall provide the Client on request with all information relevant to these representations. b) In addition to its other notice obligations under this Agreement, the Broker shall inform the Client of: − any event that alters its ability to act − any change in its corporate form − any event that could substantively affect its financial capacity The Broker shall provide the Client on request with all information relevant to an assessment of its financial position, in particular its financial statements.
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Related to Representations and Warranties of the Broker

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Warranties of the Vendor The Vendor represents and warrants as follows and acknowledges that the Purchaser is relying upon such representations and warranties in connection with its purchase of the Common Shares herein provided for: (a) the Vendor is, on the Closing Date, the owner of the Common Shares with good and marketable title thereto, free and clear of any claims, liens or encumbrances of any nature whatsoever and has the exclusive right and full power to sell, assign, transfer and deliver the Common Shares to the Purchaser, free and clear of any claims, liens or encumbrances whatsoever; (b) as of the date hereof and on the Closing Date, no person, firm or corporation has any agreement, option or any rights capable of becoming an agreement or option for the acquisition from the Vendor of any of the Common Shares; (c) as of the date hereof and on the Closing Date, no suits, actions or other legal proceedings of any sort are pending or are threatened which would restrain or otherwise prevent, in any manner, the Vendor from effectually or legally transferring the Common Shares to the Purchaser free and clear of any and all claims, liens and encumbrances nor are there any suits, actions or other legal proceedings, the effect of which would be to cause a lien to attach to the Common Shares, to divest title to the Common Shares or make the Purchaser or the Vendor liable for damages, pending or threatened, and the Vendor has no knowledge of any claims, which would give rise to such a suit, action or legal proceeding; (d) the Vendor represents that it is resident in the United States, and not in any jurisdiction in Canada, and is subject to the securities laws of the United States; (e) the Vendor has completed and delivered to the Purchaser the certificate as to its status as an accredited investor under applicable United States securities laws, which is attached hereto in Appendix A and agrees to execute and deliver, from time to time, such certificates and other documentation as the Purchaser may reasonably request in connection with the issuance of the Non-Voting Shares; (f) this Agreement, once it has been duly executed and delivered by the Vendor, will constitute a legal, valid and binding agreement of the Vendor enforceable against it in accordance with its terms. (g) This Agreement, once it has been duly executed and delivered by the Vendor, will constitute a legal, valid and binding agreement of the Vendor enforceable against it in accordance with its terms. (h) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON REGISTRATION EXEMPTIONS AVAILABLE THEREUNDER; THEREFORE, THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER FEDERAL AND STATE SECURITIES LAWS OR UNLESS A RESALE EXEMPTION UNDER SUCH LAWS EXISTS. The Purchaser understands that the Securities have not been registered, but are being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions by an issuer not involving any public offering and that any disposition of the securities may, under certain circumstances, be inconsistent with this exemption and may make the Purchaser an “underwriter” within the meaning of the Securities Act. The Purchaser acknowledges that the securities must be held and may not be sold, transferred, or otherwise disposed of for value unless subsequently registered under the Securities Act or an exemption from such registration is available.

  • Representations and Warranties of ▇▇▇▇ ▇▇▇▇ hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS CONFIRMING PARTY A. The Vendors / Confirming Party have absolute, clear and marketable title with respect to the said land, the Vendors / Confirming Party have requisite rights to carry out development upon the said land and absolute, actual, physical and legal possession of the said land for the project; B. The Vendors / Confirming Party have lawful rights and requisite approvals from the competent authorities to carry out development of the Project; C. There are no encumbrances upon the said land or the Project. In case of any encumbrance, the Vendors / Confirming Party shall intimate the same to the Purchaser/s; D. There are no suit/s, case/s or any other form of litigation/s pending before any Court of Law with respect to the said land or the Project; E. All approvals, licenses and permits issued by the competent authorities with respect to the project and the said land are valid and subsisting and have been obtained by following due process of law. Further, the Vendors / Confirming Party have been and shall, at all times, remain to be in compliance with all applicable laws in relation to the project, said land, Building and Apartments and common areas; F. The Vendors / Confirming Party have the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Purchaser/s intended to be created herein, may prejudicially be affected; G. The Vendors / Confirming Party have not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the said land including the Project and the Schedule-A property which will, in any manner, affect the rights of Purchaser/s under this Agreement; H. The Vendors / Confirming Party confirm that the Vendors / Confirming Party are not restricted in any manner whatsoever from selling the Schedule-A property to the Purchaser/s in the manner contemplated in this Agreement; I. At the time of execution of the Sale Deed the Vendors / Confirming Party shall handover lawful, vacant, peaceful, physical possession of the Schedule-A property to the Purchaser/s;

  • Representations and Warranties of the Adviser The Adviser represents and warrants to the Sub-Adviser and the Trust as follows: (a) The Adviser is and will remain registered as an investment adviser under the Advisers Act to the extent required thereby; (b) The Adviser is a corporation duly organized and validly existing under the laws of the State of California with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its Board of Directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser as provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (e) The Adviser shall provide to the Sub-Adviser a complete copy of each amendment to its Form ADV; (f) The Adviser acknowledges that it received a copy of the Sub-Adviser’s Form ADV (a copy of which is attached as Exhibit B) at least 48 hours prior to the execution of this Agreement; and (g) The Adviser and the Trust have duly entered into the Advisory Agreement pursuant to which the Trust authorized the Adviser to enter into this Agreement.