Representations Warranties and Agreements Sample Clauses

Representations Warranties and Agreements. In order to induce the Lenders to enter into this Agreement, to make the Loans and issue or participate in Letters of Credit as provided for herein, the Borrower makes the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of the Loans and the issuance of the Letters of Credit:

Representations Warranties and Agreements. Section 2.01 Representations, Warranties, and Agreements of the County

Representations Warranties and Agreements. Section 6.01 Representations, Warranties and Agreements of the Servicer.

Representations Warranties and Agreements. 4.1 The parties acknowledge that they are financial institutions subject to the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively, the “AML Acts”) or are otherwise aware of and agree to abide by the AML Acts, by implementing reasonable procedures to monitor money laundering and by taking all other necessary actions to adhere to the AML Acts. The parties acknowledge that the AML Acts require, among other things, that financial institutions adopt compliance programs to guard against money laundering and provide for customer identification programs. The parties further acknowledge that they are in compliance and will continue to comply with the AML Acts and applicable anti-money laundering rules of self-regulatory organizations, including NASD Conduct Rule 3011, in all relevant respects. 4.2 By written acceptance of this Agreement, the Authorized Firm represents, warrants, and agrees that: (i) the Authorized Firm will provide to Customers a schedule of the services it will perform pursuant to this Agreement and a schedule of any fees that the Authorized Firm may charge directly to Customers for services it performs in connection with investments in the Trust on the Customer’s behalf; and (ii) any and all compensation payable to the Authorized Firm by Customers in connection with the investment of their assets in the Trust will be disclosed by the Authorized Firm to Customers and will be authorized by Customers and will not result in an excessive fee to the Authorized Firm. 4.3 The Authorized Firm agrees to comply with all requirements applicable to it by reason of all applicable laws, including federal and state securities laws, the Rules and Regulations of the SEC, including, without limitation, all applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and the 1940 Act. Upon request, the Distributor will furnish the Authorized Firm with a list of the states or other jurisdictions in which the Distributor believes the Shares of the Funds are qualified for sale, and the Authorized Firm agrees that it will not purchase a Fund’s Shares on behalf of a Customer’s account in any jurisdiction in which such Shares are not qualified for sale. The Authorized Firm further agrees that it will maintain all records required by applicable law or otherwise reasonably requested by the Distributor relating to the services provided by it pursuant to the terms of this Agreement. The Authorized Firm agrees ...

Representations Warranties and Agreements. (a) The Advisor represents and warrants that: (i) All information with respect to the Advisor and its principals and the trading performance of any of them that has been provided to CMF, including, without limitation, the description of the Program contained in Appendix A, is complete and accurate in all material respects and such information does not contain any untrue statement of a material fact or omit to state a material fact that is necessary to make such statements and information therein not misleading. All references to the Advisor and its principals, if any, in the Memorandum or a supplement thereto will, after review and approval of such references by the Advisor prior to the use of such Memorandum in connection with the offering of Partnership units, be accurate in all material respects, except that with respect to pro forma or hypothetical performance information in such Memorandum, if any, this representation and warranty extends only to any underlying data made available by the Advisor for the preparation thereof and not to any hypothetical or pro forma adjustments. (ii) The information with respect to the Advisor set forth in the actual performance tables in the Memorandum, if any, is based on all of the customer accounts managed on a discretionary basis by the Advisor’s principals and/or the Advisor during the period covered by such tables and required to be disclosed therein, and such tables have been prepared by the Advisor or its agents in accordance with applicable CFTC and NFA rules and guidance, including, but not limited to, CFTC Rule 4.25. The Advisor’s performance tables have been examined by an independent certified public accountant and the report thereon has been provided to CMF. The Advisor will have its performance tables so examined no less frequently than annually during the term of this Agreement. (iii) The Advisor will be acting as a commodity trading advisor with respect to the Partnership and not as a securities investment adviser and is duly registered with the CFTC as a commodity trading advisor, is a member of NFA, and is in compliance with any such other registration and licensing requirements as shall be necessary to enable it to perform its obligations hereunder. The Advisor agrees to maintain and renew such registrations and licenses during the term of this Agreement including, without limitation, registration as a commodity trading advisor with the CFTC and membership in NFA. (iv) The Advisor is a limited liabil...

Representations Warranties and Agreements. The Debtor hereby represents, warrants and agrees as follows:

Representations Warranties and Agreements. The Service Provider represents, warrants, and covenants that: (a) The Service Provider will comply in all material respects with all applicable laws, rules and regulations; (b) The Service Provider is authorized by the Shareholders to enter into this Agreement; (c) The Service Provider is registered as a broker and dealer pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and any applicable state securities laws or is not required to be registered in order to enter into and perform the services set forth in this Agreement; (d) The performance of the duties and obligations and provision of services by Service Provider as described in this Agreement and the receipt of the fee provided in this Agreement will not violate federal or state banking law, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Internal Revenue Code of 1986, as amended (the "Code"), federal or state securities laws, or any other applicable law; (e) The fee arrangement under this Agreement will be disclosed to each Shareholder prior to the Service Provider's receipt of fees hereunder; (f) [SELECT ALTERNATIVE A OR B] A. [Neither Service Provider, nor any affiliate, will be a "fiduciary" of the Shareholders as such term is defined in Section 3(21) of ERISA and Section 4975 of the Code.] B. [Service Provider will reduce the fees it charges to the Shareholders by an amount equal to the fees paid pursuant to this Agreement.] The receipt of the fees described in this Agreement by the Service Provider will not constitute a non-exempt "prohibited transaction," as such term is defined in Section 406 of ERISA and Section 4975 of the Code; (g) Service Provider's fee-based account program will comply with any law, rule or regulation applicable to it including, but not limited to, the safe harbor provisions of Rule 3a-4 under the 1940 Act; and (h) Each transaction shall be for the accounts of Shareholders and not for Service Provider's own account.

Representations Warranties and Agreements. 2.1. The Insurance Company represents, warrants and agrees that the offerings of the Contracts are, or will be, registered under the 1933 Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws and that the sale of the Contracts shall comply in all material respects with applicable state insurance suitability requirements. The Insurance Company further represents that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account prior to any issuance or sale thereof as a segregated asset account under insurance law and has registered, or warrants and agrees that prior to any issuance or sale of the Contracts it will register, the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts. 2.2. The Trust warrants and agrees that Trust shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sale in compliance with the laws of the State of Delaware and all applicable federal securities laws and that the Trust is and shall remain registered under the 1940 Act. The Trust warrants and agrees that it shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Trust shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Trust. 2.3. The Trust represents that each Fund is currently, or will elect at the earliest opportunity to be, qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and warrants and agrees that it will make every effort to maintain each Fund’s qualification (under Subchapter M or any successor or similar provision) and that it will notify the Insurance Company immediately upon having a reasonable basis for believing that any Fund has ceased to so qualify or might not so qualify in the future. 2.4. The Insurance Company represents that the Contracts are currently treated as annuity or life insurance contracts under applicable provisions of the Code and warrants and agrees that it will make every effort to maintain such treatment and that it will notify the Trust immediately ...

Representations Warranties and Agreements. Section 2.01 Representations, Warranties, and Agreements of the County 6 Section 2.02 Representations, Warranties, and Agreements of the Company 6