Managing Broker. Dealer shall be provided (i) updated lists of Dealer’s registered representatives, including names, addresses, and telephone numbers; (ii) lists of newly hired registered representatives; (iii) copies of Dealer’s sales and market share reports; and (iv) copies of Dealer’s conference calendars.
Managing Broker. Dealer will be invited to attend and participate in all Dealer sponsored conferences and shall have the right to participate in such conferences. The payments to Dealer contemplated by this Agreement shall cover and include the amount of the conference fees for the Managing Broker-Dealer’s attendance at and participation in all conferences sponsored by Dealer available product sponsors.
Managing Broker. Dealer also agrees to indemnify Client and hold it harmless from and against any and all losses, claims, damages, liabilities, costs and expenses of every kind, nature, and description, fixed or contingent (including, without limitation, counsel’s fees and expenses and the costs of investigation and preparation for and any other costs associated with any action, proceeding, investigation or inquiry in which Client may be involved in any capacity) incurred by Client (“Client Costs”) in connection with or as a result of any matter referred to in this Agreement or arising out of any matter contemplated by this Agreement unless it shall be finally judicially determined by a court of competent jurisdiction that such losses, claims, damages or liabilities arose out of the gross negligence or willful misconduct of Client concerning any warranties, representations, or other acts under this Agreement.
Managing Broker. Dealer has been duly organized and is validly existing as a limited liability company in good standing under the laws of the Commonwealth of Virginia, has all requisite authority to enter into this Agreement.
Managing Broker. Dealer is familiar with federal and state securities laws affecting the offer and sale of securities under Regulation A. Managing Broker-Dealer represents and warrants to the Company and Adviser that Managing Broker-Dealer has complied and will continue to comply with such securities laws.
Managing Broker. Dealer shall conduct itself in conformity with Regulation A and exemptions available under applicable state law.
Managing Broker. Dealer will have reasonable access to Dealer’s registered representatives and shall have the opportunity to invite registered representatives associated with Dealer to educational, training and due diligence conferences and meetings sponsored by the Managing Broker-Dealer, subject to Dealer’s applicable broker-dealer compliance approval procedures.
Managing Broker. Dealer shall furnish to the Company a complete list of all persons who have been offered the Notes and the states of residence or domicile of such persons that have been offered Notes.
Managing Broker. Dealer has the requisite power and authority to execute, deliver, and perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by Managing Broker-Dealer. This Agreement is the legal, valid, and binding obligation of Managing Broker-Dealer enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting creditors’ rights generally, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Managing Broker. Dealer is a broker-dealer registered with the Securities and Exchange Commission under the Exchange Act, is a member in good standing of FINRA, and is registered and/or qualified to act in each jurisdiction in which it is required to be registered and/or qualified to conduct its business and to perform its obligations under this Agreement.
