Issuer Responsibilities Clause Samples
Issuer Responsibilities. Issuer hereby agrees to:
(i) Refer investor data, at its sole and arbitrary discretion, to NMS;
(ii) Ensure investors understand they are making a “self-directed” decision, and provide NMS with all information and data required to ascertain whether the investor is eligible to invest in the Offering and the investment threshold, if applicable;
(iii) Immediately, but not later than within twenty-four (24) hours, notify NMS with details of any notices, requests, complaints or actions of or by any regulators, law enforcement, investors, trade associations or legal counsel regarding the Offering;
(iv) Establish an escrow account in compliance with SEC Rule 15c2-4 using the services of an escrow agent and for investor subscription funds to be held in a segregated account at the escrow bank mutually agreed upon by Issuer and NMS pursuant to a written escrow agreement pending closing(s) of investor subscriptions or termination of the Offering;
(v) Comply with state securities departments, and with other authorities as required for the Offering being conducted and the general business of Issuer; and
(vi) Not compensate any unregistered person directly or indirectly with any fees, commissions or other consideration based upon the size or success of an Offering.
Issuer Responsibilities. Issuer agrees to:
i. Refer investor data, at its sole and arbitrary discretion, to FundAmerica Securities;
ii. Ensure investors understand they are making a "self-directed" decision, and provide FundAmerica with all information and data required to ascertain whether the investor is eligible to invest in the Offering and the investment threshold, if applicable;
iii. Immediately, but not later than within 24 hours, notify FundAmerica with details of any notices, requests, complaints or actions of or by any regulators, law enforcement, investors, trade associations or legal counsel regarding the Offering;
iv. Establish an escrow account in compliance with SEC Rule 15c2-4 using the services of an escrow agent and for investor subscription funds to be held in a segregated bank account at a FDIC insured bank pending closing or termination of the Offering;
v. Comply with state securities laws and rules; and
vi. Not compensate any unregistered person directly or indirectly with any fees, commissions or other consideration based upon the amount, sale of securities or success of an Offering. FundAmerica recognizes that Issuer intends to pay a posting fee to StartEngine, com, and this fee is not prohibited by this provision.
Issuer Responsibilities. Issuer agrees to:
i. Refer investor data, at its sole and arbitrary discretion, to Jumpstart Securities;
ii. Ensure investors understand they are making a "self-directed" decision, and provide Jumpstart with all information and data required to ascertain whether the investor is eligible to invest in the Offering and the investment threshold, if applicable;
iii. Immediately, but not later than within 24 hours, notify Jumpstart with details of any notices, requests, complaints or actions of or by any regulators, law enforcement, investors, trade associations or legal counsel regarding the Offering;
iv. Comply with state and federal laws and rules; and
v. Not compensate any unregistered person directly or indirectly with any fees, commissions or other consideration based upon the amount, sale of securities or success of an Offering. Jumpstart recognizes that Issuer intends to pay a posting fee to StartEngine, com, and this fee is not prohibited by this provision.
Issuer Responsibilities. Upon receipt of a request in the online portal to enable a Card for EV charging, Issuer will enable the applicable Account for EV charging and provide an Authorized Payment Device if requested by Company. Upon enablement of the Account, Company may use a mobile application designated by Issuer for EV charging upon downloading and/or updating the mobile application, as applicable. If an Authorized EV Charging User already has access rights to use EV charging with an CPO Merchant, Issuer may “link” preexisting account information. Use of a mobile application may be subject to additional terms and conditions as set forth in the relevant application. Company must comply and must ensure that its Authorized EV Charging Users comply with the policies and terms of use posted on such mobile applications or otherwise provided to Company by Issuer.
Issuer Responsibilities. Issuer agrees to:
i. Refer investor data, at its sole and arbitrary discretion, to Jumpstart Securities;
ii. Ensure investors understand they are making a “self-directed” decision, and provide Jumpstart with all information and data required to ascertain whether the investor is eligible to invest in the Offering and the investment threshold, if applicable;
iii. Immediately, but not later than within 24 hours, notify Jumpstart with details of any notices, requests, complaints or actions of or by any regulators, law enforcement, investors, trade associations or legal counsel regarding the Offering;
iv. Comply with state and federal laws and rules; and
v. Not compensate any unregistered person directly or indirectly with any fees, commissions or other consideration based upon the amount, sale of securities or success of an Offering.
Issuer Responsibilities. Issuer hereby represents and warrants to, and covenants with, JumpStart that as of the date hereof and at each closing of the transactions contemplated by this Agreement (“Closing”):
a. Refer investors, at its sole and arbitrary discretion, to become customers of JumpStart;
b. Provide prospective investors with the Offering Materials and update such Offering Materials to ensure that there are no misstatements or omissions of material fact.
c. Establish internal procedures to educate and orientate all Issuer staff on the purposes and goals of this Agreement and ensure compliance with applicable rules and regulations with respect to the Offering;
d. Ensure investors understand they are making a “self-directed” decision, and provide JumpStart with all KYC details and data that we reasonably request and require to meet our regulatory mandated responsibilities and as needed pursuant to our operating policies and procedures;
e. Immediately, but not later than within 24 hours, notify JumpStart with details (i) of any notices, requests, complaints or actions of or by any regulators, law enforcement, investors, trade associations or legal counsel regarding the Offering, and (ii) any changes in facts or circumstances that would result in the disclosure provided in the Offering Materials and/or due diligence as no longer being complete and accurate;
f. Ensure that every investor participating in a Rule 506(c) offering is “accredited” as the term is defined by Rule 501 of Regulation D;
g. Ensure that you and your staff understand that you, as Issuer, will generally have a direct relationship with your investors;
h. Establish an escrow account and JumpStart shall be a party to such Escrow Services Agreement;
i. Ensure that all regulatory filings are timely made, including without limitation filing Form D, blue-sky filings and with other authorities as required for the Offering being conducted and the general business of Issuer;
j. Ensure that no transaction based fees, commissions or other consideration based upon the amount, sale of securities or success of the Offering are paid to any persons other than those registered with the Securities and Exchange Commission and Financial Regulatory Authority, as applicable;
k. Include language in your investor subscription agreement which discloses that Issuer is paying success and other broker-related fees in the Offering, some of which will be paid out of escrow against net funds due to the issuer upon any closing;
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Issuer Responsibilities. Issuer agrees to:
i. Refer investors, at its sole and arbitrary discretion, to FundAmerica Securities;
ii. Ensure investors understand they are making a “self-directed” decision, and provide FundAmerica with all KYC details and data required to ascertain whether the investor is eligible to invest in the Offering and the investment threshold, if applicable;
iii. Immediately, but not later than within 24 hours, notify FundAmerica with details of any notices, requests, complaints or actions of or by any regulators, law enforcement, investors, trade associations or legal counsel regarding the Offering;
iv. Establish an escrow account in compliance with SEC Rule 15c2-4 using the services of FundAmerica as escrow agent;
v. Comply with state securities departments, and with other authorities as required for the Offering being conducted and the general business of Issuer; and
vi. Not compensate any unregistered person directly or indirectly with any fees, commissions or other consideration based upon the amount, sale of securities or success of an Offering.
Issuer Responsibilities. Upon receipt of a request in the online portal to enable a Card for EV charging, Issuer will enable the applicable Account for EV charging and provide an Authorized Payment Device if requested by Company. Upon enablement of the Account, Company may use a mobile application designated by Issuer for EV charging upon downloading and/or updating the mobile application, as applicable. If an Authorized EV Charging User already has access rights to use EV charging with an CPO Merchant, Issuer may “link” preexisting account information. Use of a mobile
Issuer Responsibilities. Except for services provided directly by WEX to the Company, Issuer shall provide or contract for all such functions and services necessary to, create, operate and administer the Program including but not limited to, account set up and enrollment assistance for all Designated Drivers. Issuer shall grant user-level access to Company and Designated Drivers to the systems used to support the Program. WEX RESPONSIBILITIES. In addition to the provision of certain services provided to Issuer to support its operation and administration of the Program, WEX shall provide certain services directly to Company as set forth below. FEES AND CHARGES. Company acknowledges that certain fees and charges are to be paid by Company and that other fees and charges are to be paid by Designated Drivers, and that the Designated Driver fees and charges will be set forth in the Cardholder Agreement statement that will be included in the Enrollment Materials. The current fees for: (i) Company are set forth above; and (ii) Designated Drivers are set forth in Table 1. Issuer reserves the right to change the Designated Drivers’ fees with appropriate prior written notice to Designated Drivers.