Common use of Client Covered Person Representations; Obligations Clause in Contracts

Client Covered Person Representations; Obligations. Client further makes the following representations and covenants relating to its Covered Persons (defined below) and agents: (i) Neither Client nor any of its directors, executive officers, general partners, managing members, other officers participating in an Offering of the Securities, or beneficial owners of 20% or more of Client’s outstanding voting equity securities, calculated on the basis of voting power (each a “Covered Person,” and together, “Covered Persons”), is subject to one or more of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D or under Section 262(a)(1) to (8) under Regulation A (each a "Disqualification Event"). (ii) Client shall provide a list of all Covered Persons, including the full name, personal and business address of each, to Company in writing (“MCP List”). Client shall update the MCP List, and transmit the updated list in writing to Company, within 72 hours of any change to the Covered Persons, provided that Client shall not be required to update the MCP List solely for changes to a Covered Person’s address. Client shall immediately give written notice to Company if Client becomes aware that a Covered Person is subject to a Disqualification Event. (iii) Client shall not pay transaction-based compensation to a party besides Company related to an Offering. Client shall notify Company immediately if Client has reason to believe a Compensated Solicitor, as defined below, is subject to a Disqualification Event.

Client Covered Person Representations; Obligations. Client further makes the following representations and covenants relating to its Covered Persons (defined below) and agents: (i) Neither Client nor any of its directors, executive officers, general partners, managing members, other officers participating in an Offering of the SecuritiesOffering, or beneficial owners of 20% or more of Client’s outstanding voting equity securities, calculated on the basis of voting power (each a “Covered Person,” and together, “Covered Persons”), is subject to one or more of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D or under Section 262(a)(1) to (8) under Regulation A (each a "Disqualification Event"). (ii) Client shall provide a list of all Covered Persons, including the full name, personal and business address of each, to Company in writing (“MCP List”). Client shall update the MCP List, and transmit the updated list in writing to Company, within 72 hours of any change to the Covered Persons, provided that Client shall not be required to update the MCP List solely for changes to a Covered Person’s address. Client shall immediately give written notice to Company if Client becomes aware that a Covered Person is subject to a Disqualification Event. (iii) Client shall not pay transaction-based compensation to a party besides Company related to an Offering. Client shall notify Company immediately if Client has reason to believe a Compensated Solicitor, as defined below, is subject to a Disqualification Event.