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 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. 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. You represent and warrant that:
(a) You are duly authorized to enter into and perform, and have duly executed and delivered, this Agreement.
(b) You have and will maintain all licenses and registrations necessary under applicable law and regulations (including the rules of FINRA) to provide the services required to be provided by you hereunder.
(c) You have not and will not solicit any offer to buy or offer to sell Units in any manner which would be inconsistent with applicable laws and regulations (including, but not limited to, applicable anti-money laundering laws and regulations), or with the procedures for solicitations contemplated by the Prospectus, and this Agreement or by any form of general solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or conduct any seminar or meeting whose attendees have been invited by any general solicitation or advertising.
(d) You will furnish to each subscriber of Units, identified either by you or the Company, a copy of the Offering Documents prior to such person's admission as a member of the Company.
(e) You will maintain the confidentiality of investor information in a manner consistent with the privacy policy adopted by the Company pursuant to Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as amended.
(f) You agree that each Sub-Agency Agreement with a Sub-Agent will contain provisions requiring that the Sub-Agent:
(1) keep records (and make them available to you) of the Offering Documents distributed to all persons; (2) have reasonable procedures regarding the control and distribution of the Offering Documents; (3) not create or use offering materials for distribution to or use by prospective purchasers of Units, other than the Offering Documents furnished by the Company and such other materials as you have supplied or authorized for use; and (4) adopt and adhere to reasonable procedures designed to ensure that the offering of the Units is made only in accordance with the provisions of Section 3 relating to the offering of Units and clauses (a) through (d) of this Section 8, in the case of the Sub-Agent as if the Sub-Agent were the Distributor.
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 performance of the obligations contemplated hereby will violate any provision of the Certificate of Incorporation or By-Laws of the Distributor or any applicable laws.
(c) The Distributor is registered as a broker-dealer under the 1934 Act and is a member in good standing of the NASD, the Distributor will abide by the rules and regulations of the NASD and will notify the Fund if its membership in the NASD is terminated or suspended.