Common use of Covenants of the Placement Agent Clause in Contracts

Covenants of the Placement Agent. The Placement Agent covenants that: 6.01. It will use its best efforts to procure subscribers for Units and will conduct the Offering in compliance with the provisions of the Securities Act, the Rules and Regulations, the Exchange Act, applicable Blue Sky Laws and the rules and regulations of the NASD. 6.02. As of each Closing Date (as herein defined), it will have not made any untrue statement of a material fact and not omitted to state a material fact required to be stated or necessary to make any statement made not misleading, to the extent any representations are made by Placement Agent concerning the Offering or matters set forth in the Prospectus other than those which are set forth in the Registration Statement or Prospectus. 6.03. In the event it learns of any circumstances or facts which it believes would make the Offering inaccurate or misleading as to any material fact, it will immediately bring such circumstances or facts to the attention of the Company. 6.04. The Placement Agent will solicit purchasers of Units only in the jurisdictions in which it has been advised by counsel for the Company that such solicitation can be made, and such solicitations shall be made subject to any conditions specified in writing by such counsel.