REPRESENTATIONS OF LADENBURG Sample Clauses

REPRESENTATIONS OF LADENBURG. Ladenburg represents and warrants that it is (i) a member in good standing of FINRA, (ii) is registered as a broker/dealer under the Securities Exchange Act of 1934 (the “Exchange Act”) and (iii) is licensed as a broker/dealer under the laws of the States applicable to the offers and sales of Securities by Ladenburg. Ladenburg will immediately notify the Company in writing of any change in its status as such. Ladenburg covenants that it will use its reasonable best efforts to conduct the Transaction hereunder in compliance with the provisions of this Agreement. Except as required by law or as contemplated by this agreement, Ladenburg will keep confidential all material nonpublic information, including information regarding the Transaction contemplated hereunder, provided to it by the Company or its affiliates or advisors and use such information only for the purposes contemplated herein.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
REPRESENTATIONS OF LADENBURG. Ladenburg represents and warrants that it is (i) a member in good standing of FINRA, (ii) registered as a broker/dealer under the Securities Exchange Act of 1934 (the “Exchange Act”), (iii) licensed as a broker/dealer under the laws of the States applicable to the offers and sales of Securities by Ladenburg, and (iv) the certificate provided by it to the Company prior to the execution and delivery of this Agreement as to certain matters arising pursuant to Rule 506(d) and Rule 506(d) under the Securities Act is true and complete in all respects on the date hereof and will be true and complete in all respects on the Closing Date. Ladenburg will immediately notify the Company in writing of any change in its status as such. Ladenburg covenants that it will use its reasonable best efforts to conduct the Transaction hereunder in compliance with the provisions of this Agreement and the requirements of applicable law. Except as required by law or as contemplated by this agreement, Ladenburg will keep confidential all material nonpublic information, including information regarding the Transaction contemplated hereunder, provided to it by the Company or its affiliates or advisors and use such information only for the purposes contemplated herein.
Sample 1Sample 2Sample 3
REPRESENTATIONS OF LADENBURG. Ladenburg represents and warrants that it is (i) a member in good standing of FINRA, (ii) registered as a broker/dealer under the Securities Exchange Act of 1934 (the “Exchange Act”), and (iii) licensed as a broker/dealer under the laws of the States applicable to the offers and sales of Securities by Ladenburg. Ladenburg will immediately notify the Company in writing of any change in its status as such. Ladenburg covenants that it will use its reasonable best efforts to conduct the Transaction hereunder in compliance with the provisions of this Agreement and the requirements of applicable law. Except as required by law or as contemplated by this agreement, Ladenburg will keep confidential all material nonpublic information, including information regarding the Transaction contemplated hereunder, provided to it by the Company or its affiliates or advisors and use such information only for the purposes contemplated herein.
Sample 1Sample 2
REPRESENTATIONS OF LADENBURG. Ladenburg hereby represents and warrants that any and all information supplied hereunder to the Company relating to Ladenburg specifically for inclusion in the Transaction documents or in connection with any and all services to be performed hereunder by Ladenburg for and on behalf of the Company shall be, to the best of Ladenburg’s knowledge, true, complete and correct as of the date of such dissemination and shall not fail to state a material fact necessary to make any of such information not misleading. Ladenburg further represents and warrants hereunder that this Agreement has been duly and validly authorized by all requisite corporate action; that Ladenburg has the full right, power and capacity to execute, deliver and perform its obligations hereunder; that this Agreement, upon execution and delivery of the same by Ladenburg, will represent the valid and binding obligation of Ladenburg enforceable in accordance with its terms; and that the execution and delivery of this Agreement and the performance by Ladenburg of its terms will not result in any violation of, or be in conflict with, or constitute a default under, Ladenburg’s charter documents, any agreement or instrument to which Ladenburg is a party or Ladenburg’s property is bound, or any judgment, decree, order or any statute, rule or regulation applicable to Ladenburg. Ladenburg will not offer the Securities for sale, or solicit any offers to buy any Securities, or otherwise negotiate with any person, in respect of the Securities, on the basis of any communications or documents relating to the Securities or any investment therein or to the Company or investment therein, other than the Transaction documents and any other document satisfactory in form and substance to the Company and approved by the Company. In offering the Securities for sale, Ladenburg shall conduct such sales in the manner described in the Transaction documents. In connection with any offerings of Securities pursuant to Regulation D promulgated by the US Securities and Exchange Commission, Ladenburg will represent by separate certification that neither it, nor any of its directors, executive officers, other officers participating in the offering of Securities, general partners or managing members, or any of the directors, executive officers or other officers participating in the offering of Securities of any such general partner or managing member (each, a “Ladenburg Covered Person”), is subject to any “Bad Actor” disqualificat...
Sample 1

Related to REPRESENTATIONS OF LADENBURG

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus 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; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations of GFS GFS represents and warrants to the Trust that:

  • Representations of Company (a) Company represents and warrants that the Variable Accounts have been established and are in good standing under the laws of their state of organization; and the Variable Accounts have been registered as unit investment trusts under the 1940 Act and will remain so registered, or are exempt from registration pursuant to Section 3(c)(11) of the 1940 Act;

  • Representations of BISYS BISYS represents and warrants that: (a) BISYS has been in, and shall continue to be in, substantial compliance with all provisions of law, including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required in connection with the performance of its duties under this Agreement; and (b) the various procedures and systems which BISYS has implemented with regard to safekeeping from loss or damage attributable to fire, theft or any other cause of the blank checks, records, and other data of the Trust and BISYS' records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are required for the secure performance of its obligations hereunder.

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of the Holder In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows:

  • REPRESENTATIONS OF THE ASSIGNEE The Assignee (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Documentation Agent, the Assignor or any other Lender and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are "plan assets" as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be "plan assets" under ERISA, [AND (VII) ATTACHES THE FORMS PRESCRIBED BY THE INTERNAL REVENUE SERVICE OF THE UNITED STATES CERTIFYING THAT THE ASSIGNEE IS ENTITLED TO RECEIVE PAYMENTS UNDER THE LOAN DOCUMENTS WITHOUT DEDUCTION OR WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES].** **TO BE INSERTED IF THE ASSIGNEE IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED STATES, OR A STATE THEREOF.

  • Representations of the Borrower The Borrower represents and warrants that:

  • REPRESENTATIONS OF MANAGER The Manager represents, warrants and agrees that:

  • Representations of the Company The Company represents and warrants to the Purchaser that:

Time is Money Join Law Insider Premium to draft better contracts faster.