Representations and Warranties of the Distributor Sample Clauses
Representations and Warranties of the Distributor. A. The Distributor hereby represents and warrants to the Client, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(i) it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(ii) this Agreement has been duly authorized, executed and delivered by the Distributor and, when executed and delivered, will constitute a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and
(iv) it is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA.
B. In connection with all matters relating to this Agreement, the Distributor will comply with the applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations to the extent such laws, rules, and regulations relate to Distributor’s role as the principal underwriter of the Funds.
C. The Distributor shall promptly notify the Client of the commencement of any material litigation or proceedings against the Distributor or any of its managers, officers or directors in connection with the issue and sale of any of the Shares.
Representations and Warranties of the Distributor. The Distributor represents and warrants to The Travelers that the 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 the 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 the Distributor. The Distributor hereby represents and warrants to the Corporation as follows:
Representations and Warranties of the Distributor. (a) The Distributor is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has full power and authority, corporate and otherwise, to consummate the transactions contemplated by this Agreement. The Distributor is duly qualified to carry out its business, and is in good standing, in any state where such qualification is required for the Distributor to carry out its duties under this Agreement.
(b) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate any provision of the Certificate of Incorporation or By-Laws of the Distributor.
(c) The Distributor is registered as a broker-dealer under the 1934 Act and is a member of the NASD.
Representations and Warranties of the Distributor. The Distributor hereby represents and warrants to the Funds as follows:
Representations and Warranties of the Distributor. (a) The Distributor represents and warrants that it is lawfully organized and validly existing under the laws of Delaware and that it is a member in good standing of FINRA and registered as a broker-dealer with the SEC.
(b) The Distributor represents and warrants that it will distribute Trust shares in accordance with all applicable federal and state securities laws.
Representations and Warranties of the Distributor. The Distributor represents and warrants to, and agrees with, the Sub-Distribution Agent as follows:
(a) The Fund meets the requirements for use of Form N-2 under the Securities Act of 1933, as amended (the “Securities Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations of the Securities and Exchange Commission (“SEC”) under each such Act relating to Form N-2 (or of such successor form as the SEC may adopt). The Fund has filed with the SEC a Registration Statement on Form N-2 and is duly registered as a closed-end management investment company. The Prospectus conforms, and any further amendments or supplements to the Registration Statement or Prospectus will conform, in all material respects, with the Securities Act and 1940 Act and the rules and regulations thereunder. As used in this Agreement, (i) “Registration Statement” shall mean any registration statement under the 1940 Act and Securities Act on Form N-2 relating to the Shares, including all exhibits thereto as of the Effective Date of the most recent post-effective amendment thereto; (ii)
Representations and Warranties of the Distributor. The Distributor represents and warrants to TLAC that the 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 the 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 the Distributor. 7.1 The Distributor represents and warrants to the Trustee on the Issue Date that:
(a) it is duly incorporated and is validly existing under the laws of Jersey;
(b) it has the power and capacity to own its assets and carry on its business as it is being conducted;
(c) the transactions contemplated by, and all obligations expressed to be assumed by it, in this Agreement constitute its legal, valid, binding and enforceable obligations, subject to the laws of bankruptcy and other laws affecting the rights of creditors generally and subject to any other limitations on enforceability expressed in the legal opinions delivered on the Issue Date in connection with the Certificates;
(d) the entry into and the performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with:
(i) any law or regulation applicable to it; or
(ii) its constitutive documents;
(e) it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement;
(f) all authorisations and other formalities required:
(i) to enable it lawfully to execute, enter into and perform its obligations under this Agreement; and
(ii) to make this Agreement admissible in evidence in England (save for any fees or duties payable, or formalities required to be completed, at the time of enforcement), have been obtained or effected and are in full force and effect;
(g) it is not required under the laws of Jersey to make any deduction for or on account of any Taxes from any payment it may make or be required to make under this Agreement, nor is it necessary that any stamp, registration or similar tax be paid on or in relation to this Agreement;
(i) it is subject to civil and commercial law with respect to its obligations under this Agreement; and
(ii) the execution, delivery and performance of this Agreement by the Distributor constitute private and commercial acts rather than governmental or public acts;
(i) it will be able to sell the Allotted Airtime Vouchers in each Distribution Period for at least the Minimum Sale Price (in respect of each Airtime Voucher).
Representations and Warranties of the Distributor. The Distributor hereby represents and warrants to the Trust as follows: