Dealer Representations. 1.1 You hereby confirm that you (i) are a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”), (ii) are qualified and duly registered to act as a broker-dealer within all states in which you will sell the Shares, (iii) are a broker-dealer duly registered with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iv) will maintain all such registrations and qualifications in good standing for the duration of your involvement in the Offering. You agree to immediately notify the Managing Broker-Dealer if you cease to be a member of FINRA in good standing.
Dealer Representations. Dealer represents that it is a member in ----------------------- good standing of the NASD and agrees to abide by all of the NASD rules and regulations, and any interpretations thereof, including, without limitation, the NASD interpretation with respect to Free-Riding and Withholding (Rule IM-2110-1) and Rules 2500 and 2700 of the NASD Conduct Rules. Dealer also agrees to comply with the requirements of all applicable Federal and State Laws and all rules and regulations thereunder, and interpretations thereof, promulgated by any regulatory agency having jurisdiction. In the event that a domestic or foreign Dealer should sell or offer for sale the Debentures in any jurisdiction outside the United States, Dealer also agrees to comply with the laws, rules and regulations of any governmental or regulatory body applicable within such foreign jurisdiction.
Dealer Representations. Dealer represents that it is a member in ------------------------ good standing of the NASD and agrees to abide by all of the NASD rules and regulations, and any interpretations thereof, including, without limitation, the NASD interpretation with respect to Free-Riding and Withholding (Rule IM-2110-1) and Rules 2420, 2500 and 2700 (including, but not limited to Rules 2730, 2740 and 2750) of the NASD Conduct Rules. Dealer also agrees to comply with the requirements of all applicable Federal and State Laws and all rules and regulations thereunder, and interpretations thereof, promulgated by any regulatory agency having jurisdiction. In the event that a domestic or foreign Dealer should sell or offer for sale the Debentures in any jurisdiction outside the United States, Dealer also agrees to comply with the laws, rules and regulations of any governmental or regulatory body applicable within such foreign jurisdiction.
Dealer Representations. The Dealer represents and warrants to the Trust and each Fund that:
Dealer Representations. 1.1 You hereby confirm that you (i) are a member in good standing of the Financial Industry Regulatory Authority, Inc. ("FINRA"), (ii) are qualified and duly registered to act as a broker-dealer within all states in which you will sell the Shares, (iii) are a broker-dealer duly registered with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (iv) will maintain all such registrations and qualifications in good standing for the duration of your involvement in the Offering. You agree to immediately notify the Placement Agent if you cease to be a member of FINRA in good standing and further agree that if that should occur, you will cease all activities related to the Offering.
Dealer Representations. Dealer represents and warrants that it shall not, directly or indirectly, make any misrepresentation to a customer regarding: (a) the nature, status, or coverage of the Protection Plans, (b) the extent of Dealer’s relationship with the customer or its role with respect to the Protection Plans, (c) the identity of the administrator or obligor of the Protection Plans, or (d) the status of the manufacturer’s warranty. Dealer shall provide accurate coverage, cancellation and price-related information to customers. Dealer agrees that it will comply with the cancellation and refund provisions and all other provisions of the Protection Plans. To the extent applicable, Dealer shall make its privacy policy available on its website. Dealer represents and warrants that it shall not: (a) alter, waive, modify or discharge any of the terms and conditions of any Program or Protection Plan or other agreement offered by Administrator; or (b) alter, waive or modify any policies, procedures, rules or criteria established by Administrator.
Dealer Representations. 1.1. Dealer hereby confirm that it is duly organized, validly existing, and in good standing under the laws of its registered state with full power and authority to conduct its business and own its assets. Dealer is qualified, registered and/or licensed to conduct its business in the jurisdictions that the conduct of its business requires such qualification, registration or license, and that you will take all steps necessary to ensure that at all times during the conduct of the Offering that it remains in good standing and qualified, registered or licensed to do business in such jurisdictions.
Dealer Representations. Dealer represents, warrants, and covenants that: (i) Dealer shall conduct its business in a manner that reflects favorably at all times on ThinOptics and the name, good will, and reputation of ThinOptics; (ii) Dealer shall not make any representations, warranties or guarantees with respect to the specifications, features or capabilities of the Products that are inconsistent with ThinOptics’ documentation accompanying the Products or ThinOptics’ literature describing the Products, including the Limited Warranty and related disclaimers; (iii) Dealer shall avoid deceptive or unethical practices that are or might be detrimental to ThinOptics or the public; (iv) Dealer shall not make any false or misleading representations with regard to ThinOptics or the Products; (v) Dealer is a business entity duly organized and in good standing in all jurisdictions where Dealer does business; and (vi) Dealer will comply with all applicable laws in connection with its performance hereunder, including all export control laws. Limitation of Liability. THINOPTICS’ LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR SALE OF THE PRODUCTS SHALL BE LIMITED TO THE AMOUNT PAID BY THE DEALER FOR THE PRODUCTS AND IN NO EVENT SHALL THINOPTICS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS. IN NO EVENT SHALL THINOPTICS BE LIABLE TO DEALER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY. Term and termination Term. This Agreement shall continue in force for a fixed term of one year from the Effective Date unless terminated earlier in accordance with the terms of this Agreement (“Initial Term”). At the end of the Initial Term, this Agreement shall renew automatically for one year terms unless either Party provides the other Party with notice of termination at least 30 days before the end of the then current term (the Initial Term, together with any renewal term, the “Term”).
Dealer Representations. 1. Each Note & Contract(“Note”) offered to Universal for purchase arose from the purchase of a VSA by a customer of Dealer.
Dealer Representations. 8.1 DSI as Supplier of Products. Dealer understands that DSI is in the business of providing products which fall within the general field of electronic security products.
