Dealer Representations Sample Clauses
The Dealer Representations clause sets out the specific statements and assurances that the dealer makes to the other party in a contract. Typically, these representations cover the dealer’s authority to enter into the agreement, compliance with applicable laws, and the accuracy of information provided. For example, the dealer may confirm that it holds all necessary licenses and that its products meet certain standards. This clause is essential for ensuring that the dealer is legally qualified and trustworthy, thereby reducing the risk of misrepresentation or contractual disputes.
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.
1.2 You hereby agree to solicit, as an independent contractor, and not as the Managing Broker-Dealer’s agent, or as an agent of the Company or its affiliates, persons acceptable to the Company to purchase the Shares pursuant to the Subscription Agreement (the “Subscription Agreement”) in the form attached to the Offering Statement and in accordance with the terms of the Offering Statement and to diligently make inquiries as required by this Agreement, the Offering Statement or applicable law with respect to prospective Investors in order to ascertain whether a purchase of the Shares is suitable for the Investor. In accordance with the instructions set forth in the Subscription Agreement, all the Subscription Agreements shall be transmitted to the Managing Broker-Dealer. If you receive any funds from a subscriber with respect to any Subscription Agreement, you shall immediately transmit such funds to the Escrow Account. To the extent received by the Managing Broker-Dealer, the Managing Broker-Dealer will be responsible for the transmittal of such funds for the purchase of Shares to the Escrow Account. The Company and the Managing Broker-Dealer have agreed to comply with the provisions of SEC Rule 15c2-4 as to all funds provided by Investors for the purchase of Shares. The Managing Broker-Dealer and the Company may, however, choose to comply with SEC Rule 15c2-4 by using a a broker-dealer capitalized and authorized to maintain customer accounts (“Clearing BD”), to process subscriptions and conduct Closings. If the Managing Broker-Dealer uses ta Clearing BD, then in lieu of placing Investor funds in the Escrow Account, those funds may be deposited by Investors into their own investment accounts that are cleared by Clearing BD (a “Clearing Investor Account”) where they will stay until a Closing or termination or cancellation of the Offer...
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. 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.
1.2. Dealer 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 Securities; (iii) are a broker dealer duly registered with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iv) will maintain all such registrations and qualifications in good standing for the duration of your involvement in the Offering; (v) have not received any notice of proceedings relating to the revocation or modification of your registration or license as a broker dealer or any other FINRA or governmental licenses or permits which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, net worth, earnings, cash flows, business, operations or properties of the Dealer; (vi) will comply with all applicable federal and state laws, rules, regulations and requirements and FINRA rules; (vii) have all required licenses and permits, and will immediately notify the Managing Broker Dealer and the Company in writing if any such registration, qualification, license or permit is terminated or suspended, or if notice of any proceeding relating to the revocation or modification of your registration or license as a Broker Dealer or any other FINRA or governmental licenses or permits is received by the Dealer.
1.3. Dealer hereby confirms that any independent contractors and registered representatives acting on behalf of the Dealer have the appropriate securities registrations and licenses to offer and solicit purchasers for the Securities, and that the Dealer will provide to the Managing Broker Dealer and...
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. The Dealer represents and warrants to the Trust and each Fund that:
(a) it is a corporation duly organized and validly existing and in good standing under the laws of the State of Texas;
(b) it has full power and authority under applicable law to carry on its business, and is registered or licensed as required, in each jurisdiction where it conducts its business;
(i) it is duly registered as a broker-dealer under section 15 of the Securities Exchange Act of 1934, (ii) it is duly registered as an investment adviser under section 203 of the Investment Advisers Act of 1940, and (iii) is a member in good standing of the NASD, and is in compliance with the conditions and qualifications set forth in the Conduct Rules of the NASD;
(d) it will not purchase Shares of a Fund for its own account or otherwise act as principal in connection with the purchase or the redemption of Shares of a Fund;
(e) it maintains and knows of no reason why it cannot or will not, during the term hereof, maintain adequate offices, personnel, procedures, computers and other equipment necessary to perform the services contemplated by this Agreement; and
(f) its entering into and performing this Agreement are duly authorized by any necessary corporate actions and will not violate any provision of
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
Dealer Representations. 1. Each Note & Contract(“Note”) offered to Universal for purchase arose from the purchase of a VSA by a customer of Dealer.
2. The down payment disclosed on each Note was paid in cash or its equivalent and no part of it was loaned or financed, directly or indirectly, by Dealer to or for the customer.
3. At the time of purchase, the customer had the capacity to contract.
4. The signatures on each Note are genuine.
5. All contracts executed by customers shall comply with any State or federal laws applicable to the customer or customers.
6. If the original documents were delivered to Universal in a digital format without a signature then the original customer executed documents will be retained by Dealer on behalf of Universal for a minimum of four years from the contract date found on the documents and Note. Verbal contracts secured by Dealer over the telephone will require the Dealer to keep a recording of the Customer acceptance of the contract terms and conditions for four years from the date found on the Note.
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.
A) Such products include, but without being limited thereto, so-called central console, output modules, audible signal devices, receivers, transponders and communication links. Some of these products are manufactured by DSI. Others are purchased from third parties and resold by DSI.
Dealer Representations. Dealer represents that it is a member in good standing of FINRA and agrees to abide by all of FINRA rules and regulations, and any interpretations thereof, including, without limitation, the FINRA 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.