Covenants of Dealer. Prior to participating in the Offering, Dealer will have reasonable grounds to believe, based on information made available to Dealer by the Dealer Manager and/or the Company through the Prospectus, that all material facts are adequately and accurately disclosed in the Prospectus and provide a basis for evaluating an investment in the Company and the Shares. Dealer agrees not to rely upon the efforts of the Dealer Manager in determining whether the Company has adequately and accurately disclosed all material facts upon which to provide a basis for evaluating the Company to the extent required by federal or state laws, FINRA or the SEC. Dealer further agrees to conduct its own investigation to make that determination independent of the efforts of the Dealer Manager. Dealer agrees to retain in its records and make available to the Dealer Manager and to the Company for a period of at least six (6) years following the termination of the Offering, information establishing that each investor who purchases the Shares solicited by Dealer is within the permitted class of investors under the requirements of the jurisdiction in which such purchaser is a resident and the suitability standards set forth in the Prospectus and the subscription agreement. Dealer agrees that, prior to accepting a subscription for the Shares, it will inform the prospective investor of all pertinent facts relating to the illiquidity and lack of marketability of the Shares, as appropriate, during the term of the investment. Dealer hereby undertakes and agrees to comply with all obligations applicable to Dealer under all applicable laws, rules and regulations, including those set forth by FINRA. In soliciting persons to acquire the Shares, Dealer further agrees to comply with any applicable requirements of the Securities Act, the Exchange Act, other applicable federal securities laws, applicable state securities laws, the rules and regulations promulgated thereunder and the rules of FINRA and, in particular, Dealer agrees that it will not give any information or make any representations other than those contained in the Prospectus and in any Authorized Sales Materials furnished to Dealer by the Dealer Manager for use in making such solicitations.
Covenants of Dealer. (a) Unless the provisions set forth below under “Private Placement Procedures” shall be applicable, Dealer shall use any Shares delivered by Counterparty to Dealer on any Settlement Date to return to securities lenders to close out open Share loans created by Dealer or an affiliate of Dealer in the course of Dealer’s or such affiliate’s hedging activities related to Dealer’s exposure under this Confirmation.
Covenants of Dealer. Dealer hereby warrants, covenants and agrees as follows:
Covenants of Dealer. (a) Until sold as permitted by the Agreement, Dealer shall own all inventory which has been financed in whole or in part by an Advance, whether or not such advance is outstanding ("Prime Inventory"), free and clear of all liens, security interests, claims and other encumbrances, whether arising by agreement or operation of law ("Liens"), other than the security interest granted to TCFC in this ISA, other security interest subordinate thereto to which TCFC has consented in writing and other Liens in favor of TCFC.
Covenants of Dealer. DEALER covenants and warrants to CREDIT as follows:
Covenants of Dealer. (a) Dealer shall keep the Collateral in good condition and shall not damage or destroy the Collateral or permit the same to occur. Dealer shall not use the Collateral in violation of an statute, ordinance or governmental rule or regulation. Dealer shall at all times keep accurate and complete records of the Collateral and its status.
Covenants of Dealer. (a) Until sold at retail in the ordinary course of business pursuant to the terms hereof, Dealer shall own all Prime Inventory free and clear of all liens, security interests, claims, and other encumbrances, other than the security interest granted to CCC herein, whether arising by agreement or operation of law ("Liens").
Covenants of Dealer. DEALER covenants and warrants to BMO as follows:
Covenants of Dealer
