Common use of Agent’s Representations, Warranties and Covenants Clause in Contracts

Agent’s Representations, Warranties and Covenants. The Agent represents and warrants to and agrees with the Company that: 10.1 Agent is a corporation duly incorporated and existing under the laws of the state of Georgia Agent is registered with the Securities Exchange Commission and the NASD. 10.2 There is not now pending or threatened against the Agent any action or proceeding of which the Agent has been advised, either in any court of competent jurisdiction, before the Commission or before any state securities commission or the NASD, concerning the Agent's activities which would impair the ability of the Agent to conduct the Offering as contemplated by this Agreement. 10.3 All corporate actions by Agent required for the execution, delivery and performance of this Agreement have been taken. The execution and delivery of this Agreement by the Agent, the observance and performance thereof, and the consummation of the transactions contemplated herein or in the Offering Documents do not and will not constitute a material breach of, or a material default under, any instrument or agreement by which the Agent is bound, and does not and will not, to the best of the Agent's knowledge, contravene any existing law, decree or order applicable to it. This Agreement constitutes a valid and binding agreement of Agent, enforceable in accordance with its terms. 10.4 Agent understands and acknowledges that the Securities are not being registered under the '33 Act, and that the Offering is to be conducted pursuant to Regulation D. Accordingly, in conducting its activities under this Agreement Agent shall offer Securities only to "accredited investors," as defined in Regulation D. 10.5 Agent's representations and warranties under this Section shall be true and correct as of the Closing, and shall survive the Closing for a period of one year.

Agent’s Representations, Warranties and Covenants. The Agent represents and warrants to and agrees with the Company that: 10.1 Agent is a corporation duly incorporated and existing under the laws of the state of Georgia Agent is registered with the Securities Exchange Commission and the NASD. 10.2 There is not now pending or threatened against the Agent any action or proceeding of which the Agent has been advised, either in any court of competent jurisdiction, before the Commission or before any state securities commission or the NASD, concerning the Agent's activities which would impair the ability of the Agent to conduct the Offering as contemplated by this Agreement. 10.3 All corporate actions by Agent required for the execution, delivery and performance of this Agreement have been taken. The execution and delivery of this Agreement by the Agent, the observance and performance thereof, and the consummation of the transactions contemplated herein or in the Offering Documents do not and will not constitute a material breach of, or a material default under, any instrument or agreement by which the Agent is bound, and does not and will not, to the best of the Agent's knowledge, contravene any existing law, decree or order applicable to it. This Agreement constitutes a valid and binding agreement of Agent, enforceable in accordance with its terms. 10.4 Agent understands and acknowledges that the Securities are not being registered under the '33 1933 Act, and that the Offering is to be conducted pursuant to Regulation D. Accordingly, in conducting its activities under this Agreement Agent shall offer Securities only to "accredited investors," as defined in Regulation D. 10.5 Agent's representations and warranties under this Section shall be true and correct as of the Closing, and shall survive the Closing for a period of one year.

Agent’s Representations, Warranties and Covenants. The Agent represents and warrants to and agrees with the Company that: 10.1 11.1 Agent is a corporation duly incorporated and existing under the laws of the state of Georgia Georgia. Agent is registered with the Securities Exchange Commission and the NASD. 10.2 There 11.2 Agent understands and acknowledges that the Securities are not being registered under the Act, and that the Offering is not now pending or threatened against to be conducted pursuant to Regulation D. Accordingly, in conducting its activities under this Agreement. Agent shall offer Securities only to "accredited investors," as defined in Regulation D. 11.3 Neither the Agent nor any of its Affiliates will take any action or proceeding of which the Agent has been advised, either in any court of competent jurisdiction, before the Commission or before any state securities commission or the NASD, concerning the Agent's activities which would will impair the ability effectiveness of the Agent to conduct the Offering as transactions contemplated by this Agreement. 10.3 11.4 All corporate actions by Agent required for the execution, delivery and performance of this Agreement have been taken. The execution and delivery of this Agreement by the Agent, the observance and performance thereof, and the consummation of the transactions contemplated herein or in the Offering Documents do not and will not constitute a material breach of, or a material default under, any instrument or agreement by which the Agent is bound, and does not and will not, to the best of the Agent's knowledge, contravene any existing law, decree or order applicable to it. This Agreement constitutes a valid and binding agreement of Agent, enforceable in accordance with its terms. 10.4 11.5 Agent understands and acknowledges that the Securities are not being registered under the '33 Act, Company is relying upon Agent's representations and that warranties in connection with the Offering is to be conducted pursuant to Regulation D. Accordingly, in conducting its activities under and the sale of the Securities contemplated by this Agreement Agent shall offer Securities only to "accredited investors," as defined in Regulation D.Agreement. 10.5 11.6 Agent's representations and warranties under this Section shall be true and correct as of the Closing, and shall survive the Closing for a period of one yearsix months.

Agent’s Representations, Warranties and Covenants. The Agent represents and warrants to and agrees with the Company that: 10.1 Agent is a corporation duly incorporated and existing under the laws of the state of Georgia Agent is registered with the Securities Exchange Commission and the NASD. 10.2 There is not now pending or threatened against the Agent any action or proceeding of which the Agent has been advised, either in any court of competent jurisdiction, before the Commission or before any state securities commission or the NASD, concerning the Agent's activities which would impair the ability of the Agent to conduct the Offering as contemplated by this Agreement. 10.3 All corporate actions by Agent required for the execution, delivery and performance of this Agreement have been taken. The execution and delivery of this Agreement by the Agent, the observance and performance thereof, and the consummation of the transactions contemplated herein or in the Offering Documents do not and will not constitute a material breach of, or a material default under, any instrument or agreement by which the Agent is bound, and does not and will not, to the best of the Agent's knowledge, contravene any existing law, decree or order applicable to it. This Agreement constitutes a valid and binding agreement of Agent, enforceable in accordance with its terms. 10.4 Agent understands and acknowledges that the Securities are not being registered under the '33 1933 Act, and that the Offering is to be conducted pursuant to Regulation D. Accordingly, in conducting its activities under this Agreement Agent shall offer Securities only to "accredited investors," as defined in Regulation D. 10.5 Agent's representations and warranties under this Section shall be true and correct as of the Closing, and shall survive the Closing for a period of one year.