Representations, Warranties and Covenants of the Distributor. A. The Distributor hereby represents and warrants to the Client, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
Representations, Warranties and Covenants of the Distributor. A. The Distributor hereby represents, covenants, and warrants to the Client that:
Representations, Warranties and Covenants of the Distributor. The Distributor represents, warrants and covenants to the Clearing Broker that:
Representations, Warranties and Covenants of the Distributor. The Distributor hereby represents and warrants to, and covenants and agrees with the Fund and Adviser, as of the date hereof and at all times during the time that the Shares are offered (provided that, to the extent representations, warranties and covenants are given only as of a specified date or dates, the Distributor only makes such representations and warranties as of such date or dates) as follows:
Representations, Warranties and Covenants of the Distributor. A. The Distributor hereby represents and warrants to each Fund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly authorized, executed and delivered by the Distributor and, when executed and delivered, will constitute a valid and legally binding obligation of the Distributor, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and (iv) it is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA.
Representations, Warranties and Covenants of the Distributor. The Distributor represents, warrants, and covenants with Ameriprise Financial for Ameriprise Financial's benefit that, as of the date hereof and, except as otherwise specified herein, at all times during the term of this Agreement:
Representations, Warranties and Covenants of the Distributor. A. The Distributor hereby represents and warrants to the Funds, which representations and wa1Tanties shall be deemed to be continuing throughout the term of this Agreement, that:
Representations, Warranties and Covenants of the Distributor. The Distributor represents, warrants, and/or covenants to, and/or agrees with, the Placement Agent that:
Representations, Warranties and Covenants of the Distributor. RCM represents and warrants as follows:
Representations, Warranties and Covenants of the Distributor. (a) The Distributor understands and agrees that the common shares of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and the Distributor represents and warrants that (i) it has been advised to consult its own legal advisors with respect to trading in the common shares of the Company and with respect to the resale restrictions imposed by the securities laws of the jurisdiction in which the Distributor is resident and other applicable securities laws, (ii) it acknowledges that no representation has been made respecting the resale restrictions, including applicable hold periods imposed by applicable securities laws or other resale restrictions applicable to such securities which restrict the ability of the Distributor to resell such securities, (iii) it acknowledges that the Distributor is solely responsible to determine applicable restrictions, (iv) it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions, and (v) it is aware that the Distributor may not, prior to the Company becoming a reporting issuer in any jurisdiction of Canada, be able to resell such securities except in accordance with limited exemptions under applicable securities laws; and
