Representations and Warranties of Agent. Agent represents and warrants that: (a) Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois with all requisite corporate power to carry on its business. (b) Agent is licensed as a broker-dealer, authorized to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such status. (c) This Agreement has been duly authorized, executed and delivered by Agent and is a valid and binding agreement on the part of Agent, enforceable in accordance with its terms, except as enforceability may be limited by the application of bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and by judicial limitations on the right of specific performance, and except as the enforceability of the indemnification or contribution provisions hereby may be affected by applicable federal or state securities laws. (d) Agent hereby represents and warrants to, and agrees with, the Company that in connection with the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus (as defined in Section 2(a)) relating to the Offering and filed with the Commission or the Prospectus (as defined in Section 2(a)) or other materials permitted by the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company or its counsel; (ii) neither Agent nor any officer or other person employed by Agent will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the Prospectus; and (iii) Agent will endeavor to comply with Rule 2310, Conduct Rules, of the National Association of Securities Dealers, Inc. Manual and similar applicable state and federal securities laws regarding the suitability of the Shares for its customers.
Appears in 2 contracts
Samples: Agency Agreement (First Shares Bancorp Inc), Agency Agreement (First Shares Bancorp Inc)
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Illinois incorporation, with all requisite full corporate power and authority to carry on its business.
(b) Agent is licensed as a broker-dealer, authorized provide the services to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which be furnished to the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such statushereunder.
(c) This The execution and delivery of this Agreement has and the consummation of the transactions contemplated hereby have been duly authorizedand validly authorized by all necessary corporate action on the part of Agent, executed and delivered by Agent and this Agreement is a legal valid and binding agreement on the part obligation of Agent, enforceable in accordance with its terms, terms (except as the enforceability thereof may be limited by the application of bankruptcy, insolvency, moratorium moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of creditors generally and by judicial limitations on the right of specific performancewhether such enforceability is considered in a proceeding in equity or at law, and except as to the enforceability extent that the provisions of the indemnification or contribution provisions hereby Sections 7 and 8 hereof may be affected by applicable federal or state securities lawsunenforceable as against public policy).
(d) Agent hereby represents and warrants toeach of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and agrees with, Agent is a registered selling agent in the jurisdictions in which the Certificates and Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company that in connection with is relying on such registration for the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus Certificates and Shares.
(as defined in Section 2(a)e) relating to The execution and delivery of this Agreement by Agent, the Offering fulfillment of the terms set forth herein and filed the consummation of the transactions contemplated hereby shall not violate or conflict with the Commission corporate charter or the Prospectus bylaws of Agent or violate, conflict with or constitute a breach of, or default (as defined in Section 2(a)or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other materials permitted instrument by the Securities Act of 1933which Agent is bound or under any governmental license or permit or any law, as amended (the "Securities Act")administrative regulation, and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company authorization, approval or its counsel;order or court decree, injunction or order.
(iif) neither Agent nor any officer or other person employed Any funds received by Agent to purchase Certificates or Shares will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained be handled in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the Prospectus; and (iii) Agent will endeavor to comply accordance with Rule 231015c2-4 under the 1934 Act.
(g) Thxxx xx not now pending nor, Conduct Rulesto Agent's knowledge, of threatened against Agent any action or proceeding before the National Association of Securities DealersCommission, Inc. Manual and similar applicable the NASD, any state and securities commission or any state or federal securities laws regarding the suitability of the Shares for its customerscourt concerning Agent's activities as a broker-dealer.
Appears in 2 contracts
Samples: Sales Agency Agreement (Pif/Cornerstone Ministries Investments Inc), Sales Agency Agreement (Cornerstone Ministries Investments Inc)
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Illinois incorporation, with all requisite full corporate power and authority to carry on its business.
(b) Agent is licensed as a broker-dealer, authorized provide the services to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which be furnished to the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such statushereunder.
(c) This The execution and delivery of this Agreement has and the consummation of the transactions contemplated hereby have been duly authorizedand validly authorized by all necessary corporate action on the part of Agent, executed and delivered by Agent and this Agreement is a legal valid and binding agreement on the part obligation of Agent, enforceable in accordance with its terms, terms (except as the enforceability thereof may be limited by the application of bankruptcy, insolvency, moratorium moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equity principles, regardless of creditors generally and by judicial limitations on the right of specific performancewhether such enforceability is considered in a proceeding in equity or at law, and except as to the enforceability extent that the provisions of the indemnification or contribution provisions hereby Sections 7 and 8 hereof may be affected by applicable federal or state securities lawsunenforceable as against public policy).
(d) Agent hereby represents and warrants toeach of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and agrees with, Agent is a registered selling agent in the jurisdictions in which the Bonds and Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company that in connection with is relying on such registration for the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus Bonds and Shares.
(as defined in Section 2(a)e) relating to The execution and delivery of this Agreement by Agent, the Offering fulfillment of the terms set forth herein and filed the consummation of the transactions contemplated hereby shall not violate or conflict with the Commission corporate charter or the Prospectus bylaws of Agent or violate, conflict with or constitute a breach of, or default (as defined in Section 2(a)or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other materials permitted instrument by the Securities Act of 1933which Agent is bound or under any governmental license or permit or any law, as amended (the "Securities Act")administrative regulation, and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company authorization, approval or its counsel;order or court decree, injunction or order.
(iif) neither Agent nor any officer or other person employed Any funds received by Agent to purchase Bonds or Shares will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained be handled in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the Prospectus; and (iii) Agent will endeavor to comply accordance with Rule 231015c2-4 under the 0000 Xxx.
(g) There is not now pending nor, Conduct Rulesto Agent’s knowledge, of threatened against Agent any action or proceeding before the National Association of Securities DealersCommission, Inc. Manual and similar applicable the NASD, any state and securities commission or any state or federal securities laws regarding the suitability of the Shares for its customerscourt concerning Agent’s activities as a broker-dealer.
Appears in 2 contracts
Samples: Sales Agency Agreement (Cornerstone Ministries Investments Inc), Sales Agency Agreement (Cornerstone Ministries Investments Inc)
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and is a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Illinois incorporation, with all requisite full corporate power and authority to carry on its business.
(b) Agent is licensed as a broker-dealer, authorized provide the services to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which be furnished to the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such statushereunder.
(c) This The execution and delivery of this Agreement has and the consummation of the transactions contemplated hereby have been duly authorizedand validly authorized by all necessary corporate action on the part of Agent, executed and delivered by Agent and this Agreement is a legal valid and binding agreement on the part obligation of Agent, enforceable in accordance with its terms, terms (except as the enforceability thereof may be limited by the application of bankruptcy, insolvency, moratorium moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of creditors generally and by judicial limitations on the right of specific performancewhether such enforceability is considered in a proceeding in equity or at law, and except as to the enforceability extent that the provisions of the indemnification or contribution provisions hereby Section 8 hereof may be affected by applicable federal or state securities lawsunenforceable as against public policy).
(d) Agent hereby represents and warrants toeach of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, shall be duly authorized, and agrees withshall have all licenses, approvals and permits necessary, to perform its services hereunder; and Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company that in connection with is relying on such registration for the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus Shares.
(as defined in Section 2(a)e) relating to The execution and delivery of this Agreement by Agent, the Offering fulfillment of the terms set forth herein and filed the consummation of the transactions contemplated hereby shall not violate or conflict with the Commission corporate Charter or the Prospectus Bylaws of Agent or violate, conflict with or constitute a breach of, or default (as defined in Section 2(a)or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other materials permitted instrument by the Securities Act of 1933which Agent is bound or under any governmental license or permit or any law, as amended (the "Securities Act")administrative regulation, and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company authorization, approval or its counsel;order or court decree, injunction or order.
(iif) neither Agent nor any officer or other person employed Any funds received by Agent will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the Prospectus; and (iii) Agent will endeavor to comply with Rule 2310, Conduct Rules, of the National Association of Securities Dealers, Inc. Manual and similar applicable state and federal securities laws regarding the suitability purchase shares of the Shares for its customerswill be handled in accordance with Rule 15c2-4 under the 0000 Xxx.
(g) There is not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 2 contracts
Samples: Sales Agency Agreement (Wellbrook Properties, Inc.), Sales Agency Agreement (Wellbrook Properties, Inc.)
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Illinois incorporation, with all requisite full corporate power and authority to carry on its business.
(b) Agent is licensed as a broker-dealer, authorized provide the services to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which be furnished to the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such statushereunder.
(c) This The execution and delivery of this Agreement has and the consummation of the transactions contemplated hereby have been duly authorizedand validly authorized by all necessary corporate action on the part of Agent, executed and delivered by Agent and this Agreement is a legal valid and binding agreement on the part obligation of Agent, enforceable in accordance with its terms, terms (except as the enforceability thereof may be limited by the application of bankruptcy, insolvency, moratorium moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of creditors generally and by judicial limitations on the right of specific performancewhether such enforceability is considered in a proceeding in equity or at law, and except as to the enforceability extent that the provisions of the indemnification or contribution provisions hereby Sections 7 and 8 hereof may be affected by applicable federal or state securities lawsunenforceable as against public policy).
(d) Agent hereby represents and warrants toeach of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such Confidential Services, and agrees with, Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company that in connection with is relying on such registration for the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus Shares.
(as defined in Section 2(a)e) relating to The execution and delivery of this Agreement by Agent, the Offering fulfillment of the terms set forth herein and filed the consummation of the transactions contemplated hereby shall not violate or conflict with the Commission corporate charter or the Prospectus bylaws of Agent or violate, conflict with or constitute a breach of, or default (as defined in Section 2(a)or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other materials permitted instrument by the Securities Act of 1933which Agent is bound or under any governmental license or permit or any law, as amended (the "Securities Act")administrative regulation, and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company authorization, approval or its counsel;order or court decree, injunction or order.
(iif) neither Agent nor any officer or other person employed Any funds received by Agent will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the Prospectus; and (iii) Agent will endeavor to comply with Rule 2310, Conduct Rules, of the National Association of Securities Dealers, Inc. Manual and similar applicable state and federal securities laws regarding the suitability purchase shares of the Shares for its customerswill be handled in accordance with Rule 15c2-4 under the 1934 Act.
(g) There is nox xxx xending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Representations and Warranties of Agent. The Agent represents and warrants that:to the Company and the Bank as follows: Xxxx, Xxxx & Co., Inc. August __, 1998 Page 11
(a) The Agent is a corporation duly organized, and is validly existing and in good standing under the laws of the State of Illinois New Jersey and under the rules and regulations of the Commission and the NASD with all requisite corporate full power and authority to carry on its businessprovide the services to be furnished to the Company and the Bank hereunder.
(b) The Agent is licensed registered as a broker-dealer, authorized to conduct offerings of the sort contemplated hereby by dealer with the Commission and the blue sky authorities of each other state in which the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such status.
(c) This The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly authorized, and validly executed and delivered by the Agent and is a the legal, valid and binding agreement on of the part of Agent, enforceable in accordance with its terms, terms (except as the enforceability may be limited by the application of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights of creditors generally and by judicial limitations on the right of specific performancegenerally, and except subject, as to the enforcement of remedies, including the remedy to specific performance and injunctive and other forms of equitable relief which may be subject to certain equitable defenses and to the discretion of the court before which any proceeding may be brought, to general principles of equity regardless of whether the enforceability of the indemnification is considered in a proceeding at law or contribution provisions hereby may be affected by applicable federal or state securities lawsin equity).
(d) Agent hereby represents and warrants to, and agrees with, the Company that in connection with the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale Each of the Shares other than a Preliminary Prospectus (as defined in Section 2(a)) relating to the Offering and filed with the Commission or the Prospectus (as defined in Section 2(a)) or other materials permitted by the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented its employees, agents and representatives who are assigned to by the Company or transaction contemplated hereby have all licenses, approvals and permits necessary, to perform such services; and the Agent is a registered selling agent in the jurisdictions in which it is required to be registered in order to perform its counsel;
(ii) neither Agent nor any officer or other person employed by Agent obligations under this Agreement and will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth remain registered in such Preliminary Prospectus jurisdictions until the Conversion is consummated or the Prospectus; and (iii) Agent will endeavor to comply with Rule 2310, Conduct Rules, of the National Association of Securities Dealers, Inc. Manual and similar applicable state and federal securities laws regarding the suitability of the Shares for its customersterminated.
Appears in 1 contract
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Illinois incorporation, with all requisite full corporate power and authority to carry on its business.
(b) Agent is licensed as a broker-dealer, authorized provide the services to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which be furnished to the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such statushereunder.
(c) This The execution and delivery of this Agreement has and the consummation of the transactions contemplated hereby have been duly authorizedand validly authorized by all necessary corporate action on the part of Agent, executed and delivered by Agent and this Agreement is a legal valid and binding agreement on the part obligation of Agent, enforceable in accordance with its terms, terms (except as the enforceability thereof may be limited by the application of bankruptcy, insolvency, moratorium moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of creditors generally and by judicial limitations on the right of specific performancewhether such enforceability is considered in a proceeding in equity or at law, and except as to the enforceability extent that the provisions of the indemnification or contribution provisions hereby Sections 7 and 8 hereof may be affected by applicable federal or state securities lawsunenforceable as against public policy).
(d) Agent hereby represents and warrants toeach of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and agrees with, Agent is a registered selling agent in the jurisdictions in which the Common Stock and Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company that in connection with is relying on such registration for the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus Common Stock and/or Certificates.
(as defined in Section 2(a)e) relating to The execution and delivery of this Agreement by Agent, the Offering fulfillment of the terms set forth herein and filed the consummation of the transactions contemplated hereby shall not violate or conflict with the Commission corporate charter or the Prospectus bylaws of Agent or violate, conflict with or constitute a breach of, or default (as defined in Section 2(a)or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other materials permitted instrument by the Securities Act of 1933which Agent is bound or under any governmental license or permit or any law, as amended (the "Securities Act")administrative regulation, and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company authorization, approval or its counsel;order or court decree, injunction or order.
(iif) neither Agent nor any officer or other person employed Any funds received by Agent to purchase shares of Common Stock or Certificates will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained be handled in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the Prospectus; and (iii) Agent will endeavor to comply accordance with Rule 231015c2-4 under the 1934 Act.
(g) There is not now pending nor, Conduct Rulesto Agent's knowledge, of threatened against Agent any action or proceeding before the National Association of Securities DealersCommission, Inc. Manual and similar applicable the NASD, any state and securities commission or any state or federal securities laws regarding the suitability of the Shares for its customerscourt concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Samples: Sales Agency Agreement (Cornerstone Ministries Investments Inc)
Representations and Warranties of Agent. The Agent hereby represents and warrants thatto the Company as follows, which representations and warranties shall be deemed to be made continuously from and as of the date hereof until this Offering is terminated or such earlier date that this Agreement has been terminated:
(a) The Agent is a corporation (i) has been duly organized, is validly existing and in good standing under as a Minnesota corporation, (ii) has qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the laws character of its properties or the nature of its activities (including without limitation activities of the State of Illinois with all requisite corporate power Agent hereunder) makes such qualification necessary, and (iii) has full power, authority and legal right to own its property, to carry on its business.
(b) business as presently conducted, and to enter into and perform its obligations under this Agreement. The Agent is licensed as a broker-dealer, authorized to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such status.
(cb) The Agent has full requisite power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Agent and is a valid and binding agreement on the part of the Agent, enforceable against the Agent in accordance with its terms, except as enforceability may be limited by the application of terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity. The performance of this Agreement and the rights consummation of creditors generally the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under:
(i) any Material Agreement to which the Agent is a party or by judicial limitations on which the right Company or its properties may be bound;
(ii) the articles of specific incorporation or bylaws of the Agent, or
(iii) any applicable law, order, rule, regulation, writ, injunction, judgment or decree of any court, government or governmental agency or body, domestic or foreign, having jurisdiction over the Agent or over its properties.
(c) The Agent has obtained all governmental consents, licenses, approvals and authorizations, registrations and declarations which are necessary for the execution, delivery, performance, validity and except as the enforceability of Agent's obligations under this Agreement. The Agent is a registered broker-dealer in good standing under the indemnification appropriate laws and regulations of each of the states in which offers or contribution provisions hereby may solicitations of offers to subscribe for the Notes will be affected made by applicable federal or state securities lawsthe Agent.
(d) There are no actions, suits or proceedings pending or, to the knowledge of the Agent, threatened against or affecting the Agent, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the transactions contemplated by this Agreement, or which will, if determined adversely to the Agent, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect the Agent's ability to perform its obligations under this Agreement. The Agent hereby represents is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and warrants toadversely affect the transactions contemplated by this Agreement.
(e) The Agent has obtained all necessary consents, approvals, waivers and agrees withnotifications of creditors, the Company that lessors and other nongovernmental persons in connection with the Offering: execution and delivery of this Agreement, and the consummation of all the transactions herein contemplated.
(if) Agent has not distributed and will not distribute any prospectus When the Prospectus Supplement is or any other offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus (as defined in Section 2(a)) relating to the Offering and was filed with the Commission or and at all times subsequent thereto until the termination of the Offering, the Agent Disclosure Statements in the Prospectus (as defined in Section 2(a)) amended or other materials permitted by supplemented, if the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated by Company shall have filed with the Commission thereunder (the "Rules"any amendment thereof or supplement thereto) will not or did not contain any untrue statement of a material fact or omit to state a material fact required to be distributed stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. "Agent Disclosure Statements" shall mean any statements or disclosures included within or the subject of the Registration Statement or the Prospectus, which, when the Prospectus Supplement is or was filed with the Commission and at all times subsequent thereto, are either (i) included within the disclosure under the heading "Plan of Distribution" in the Prospectus Supplement, or (ii) based upon and conform to written information relating to the Agent furnished in writing to the Company by the Agent and consented to by specifically for use in the Company or its counsel;
(ii) neither Agent nor any officer or other person employed by Agent will provide any information or make any representations to purchasers preparation of the SharesProspectus Supplement, other than such information and representations as are either contained in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or any further supplement to the Prospectus; and (iii) provided, however, the Agent will endeavor makes no representation with respect to comply with Rule 2310, Conduct Rules, any Agent Disclosure Statement made without the consent of the National Association of Securities DealersAgent, Inc. Manual and similar applicable state and federal securities laws regarding or with respect to which the suitability of Agent has provided the Shares for its customersCompany a written objection.
Appears in 1 contract
Samples: Distribution and Management Agreement (Metris Companies Inc)
Representations and Warranties of Agent. Agent represents and warrants that:
(a) Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois with all requisite corporate power to carry on its business.
(b) Agent is licensed as a broker-dealer, authorized to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which the Company and Agent have agreed to offer the Shares Securities and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such status.
(c) This Agreement has been duly authorized, executed and delivered by Agent and is a valid and binding agreement on the part of Agent, enforceable in accordance with its terms, except as enforceability may be limited by the application of bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and by judicial limitations on the right of specific performance, and except as the enforceability of the indemnification or contribution provisions hereby may be affected by applicable federal or state securities laws.
(d) Agent hereby represents and warrants to, and agrees with, the Company that in connection with the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares Securities other than a Preliminary Prospectus (as defined in Section 2(a)) relating to the Offering and filed with the Commission or the Prospectus (as defined in Section 2(a)) or other materials permitted by the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company or its counsel;
(ii) neither Agent nor any officer or other person employed by Agent will provide any information or make any representations to purchasers of the SharesSecurities, other than such information and representations as are either contained in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the ProspectusProspectus which shall be pre-approved by the Company; and (iii) Agent will endeavor to comply with Rule 2310, Conduct Rules, of the National Association of Securities Dealers, Inc. Manual and similar applicable state and federal securities laws regarding the suitability of the Shares Securities for its customers.
Appears in 1 contract
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Illinois incorporation, with all requisite full corporate power and authority to carry on its business.
(b) Agent is licensed as a broker-dealer, authorized provide the services to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which be furnished to the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such statushereunder.
(c) This The execution and delivery of this Agreement has and the consummation of the transactions contemplated hereby have been duly authorizedand validly authorized by all necessary corporate action on the part of Agent, executed and delivered by Agent and this Agreement is a legal valid and binding agreement on the part obligation of Agent, enforceable in accordance with its terms, terms (except as the enforceability thereof may be limited by the application of bankruptcy, insolvency, moratorium moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of creditors generally and by judicial limitations on the right of specific performancewhether such enforceability is considered in a proceeding in equity or at law, and except as to the enforceability extent that the provisions of the indemnification or contribution provisions hereby Sections 7 and 8 hereof may be affected by applicable federal or state securities lawsunenforceable as against public policy).
(d) Agent hereby represents and warrants toeach of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and agrees with, Agent is a registered selling agent in the jurisdictions in which the Bonds and Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company that in connection with is relying on such registration for the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus Bonds and Shares.
(as defined in Section 2(a)e) relating to The execution and delivery of this Agreement by Agent, the Offering fulfillment of the terms set forth herein and filed the consummation of the transactions contemplated hereby shall not violate or conflict with the Commission corporate charter or the Prospectus bylaws of Agent or violate, conflict with or constitute a breach of, or default (as defined in Section 2(a)or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other materials permitted instrument by the Securities Act of 1933which Agent is bound or under any governmental license or permit or any law, as amended (the "Securities Act")administrative regulation, and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company authorization, approval or its counsel;order or court decree, injunction or order.
(iif) neither Agent nor any officer or other person employed Any funds received by Agent to purchase Bonds or Shares will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained be handled in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the Prospectus; and (iii) Agent will endeavor to comply accordance with Rule 231015c2-4 under the 1934 Act.
(g) Thxxx xx not now pending nor, Conduct Rulesto Agent's knowledge, of threatened against Agent any action or proceeding before the National Association of Securities DealersCommission, Inc. Manual and similar applicable the NASD, any state and securities commission or any state or federal securities laws regarding the suitability of the Shares for its customerscourt concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Samples: Sales Agency Agreement (Cornerstone Ministries Investments Inc)
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Illinois incorporation, with all requisite full corporate power and authority to carry on its business.
(b) Agent is licensed as a broker-dealer, authorized provide the services to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which be furnished to the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such statushereunder.
(c) This The execution and delivery of this Agreement has and the consummation of the transactions contemplated hereby have been duly authorizedand validly authorized by all necessary corporate action on the part of Agent, executed and delivered by Agent and this Agreement is a legal valid and binding agreement on the part obligation of Agent, enforceable in accordance with its terms, terms (except as the enforceability thereof may be limited by the application of bankruptcy, insolvency, moratorium moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of creditors generally and by judicial limitations on the right of specific performancewhether such enforceability is considered in a proceeding in equity or at law, and except as to the enforceability extent that the provisions of the indemnification or contribution provisions hereby Sections 7 and 8 hereof may be affected by applicable federal or state securities lawsunenforceable as against public policy).
(d) Agent hereby represents and warrants toeach of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and agrees with, Agent is a registered selling agent in the jurisdictions in which the Certificates and Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company that in connection with is relying on such registration for the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus Certificates and Shares.
(as defined in Section 2(a)e) relating to The execution and delivery of this Agreement by Agent, the Offering fulfillment of the terms set forth herein and filed the consummation of the transactions contemplated hereby shall not violate or conflict with the Commission corporate charter or the Prospectus bylaws of Agent or violate, conflict with or constitute a breach of, or default (as defined in Section 2(a)or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other materials permitted instrument by the Securities Act of 1933which Agent is bound or under any governmental license or permit or any law, as amended (the "Securities Act")administrative regulation, and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company authorization, approval or its counsel;order or court decree, injunction or order.
(iif) neither Agent nor any officer or other person employed Any funds received by Agent to purchase Certificates or Shares will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained be handled in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the Prospectus; and (iii) Agent will endeavor to comply accordance with Rule 231015c2-4 under the 0000 Xxx.
(g) There is not now pending nor, Conduct Rulesto Agent's knowledge, of threatened against Agent any action or proceeding before the National Association of Securities DealersCommission, Inc. Manual and similar applicable the NASD, any state and securities commission or any state or federal securities laws regarding the suitability of the Shares for its customerscourt concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Samples: Sales Agency Agreement (Cornerstone Ministries Investments Inc)
Representations and Warranties of Agent. The Agent hereby represents and warrants thatto the Company as follows, which representations and warranties shall be made as of the execution of this Agreement until this Agreement has been terminated:
(a) The Agent is a corporation (i) has been duly organized, is validly existing and in good standing under as a Minnesota corporation, (ii) has qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the laws character of its properties or the nature of its activities (including without limitation activities of the State of Illinois with all requisite corporate power Agent hereunder) makes such qualification necessary, and (iii) has full power, authority and legal right to own its property, to carry on its businessbusiness as presently conducted, and to enter into and perform its obligations under this Agreement.
(b) The execution and delivery by the Agent of this Agreement are within the power of the Agent and have been duly authorized by all necessary corporate action on the part of the Agent. Neither the execution and delivery of this Agreement nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any Governmental Rule binding on the Agent, the charter or by-laws of the Agent, or any of the provisions of any Material Agreement to which the Agent is licensed as a broker-dealerparty or by which it is bound; nor will they result in the creation or imposition of any lien, authorized to conduct offerings charge or encumbrance upon any of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened property pursuant to revoke or limit the terms of any such statusMaterial Agreement.
(c) This Agreement The Agent has been duly authorizedobtained all governmental consents, executed licenses, approvals and delivered by Agent authorizations, registrations and is a valid declarations which are necessary for the execution, delivery, performance, validity and binding agreement on the part enforceability of Agent, enforceable in accordance with its terms, except as enforceability may be limited by the application of bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and by judicial limitations on the right of specific performance, and except as the enforceability of the indemnification or contribution provisions hereby may be affected by applicable federal or state securities laws's obligations under this Agreement.
(d) There are no actions, suits or proceedings pending or, to the knowledge of the Agent, threatened against or affecting the Agent, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the transactions contemplated by this Agreement, or which will, if determined adversely to the Agent, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect the Agent's ability to perform its obligations under this Agreement. The Agent hereby represents is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and warrants toadversely affect the transactions contemplated by this Agreement.
(e) The Agent has obtained all necessary consents, approvals, waivers and agrees withnotifications of creditors, the Company that lessors and other nongovernmental persons in connection with the Offering: execution and delivery of this Agreement, and the consummation of all the transactions herein contemplated.
(if) When the Registration Statement shall become effective and when any post-effective amendment thereto shall become effective, the Agent has not distributed and Disclosure Statements in the Registration Statement will not distribute or did not contain any prospectus untrue statement of a material fact or any other offering omit to state a material fact required to be stated therein or necessary to make the statements therein, in connection with the offering and sale light of the Shares other than a Preliminary circumstances in which they were made, not misleading. When the Registration Statement is or was declared effective by the Commission and at all times subsequent thereto until the termination of the Offering, the Agent Disclosure Statements in the Prospectus (as defined in Section 2(a)) relating to amended or supplemented, if the Offering and Company shall have filed with the Commission any amendment thereof or supplement thereto) will not or did not contain any untrue statement of a material fact or omit to state a material fact required to the stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. "Agent Disclosure Statements" shall mean any statements or disclosures included within or the Prospectus subject of the Registration Statement or the Prospectus, which are either (as defined i) included within the disclosure under the heading "Plan of Distribution" in Section 2(a)the Prospectus, or (ii) or other materials permitted by based upon and conform to written information relating to the Securities Act of 1933, as amended (Agent furnished in writing to the "Securities Act"), and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed Company by the Agent and consented to by specifically for use in the Company or its counsel;
(ii) neither Agent nor any officer or other person employed by Agent will provide any information or make any representations to purchasers preparation of the Shares, other than such information and representations as are either contained in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus Registration Statement or the Prospectus, or any such amendment or supplement thereto; and (iii) provided, however, the Agent will endeavor makes no representation with respect to comply with Rule 2310, Conduct Rules, any Agent Disclosure Statement made without the consent of the National Association of Securities DealersAgent, Inc. Manual and similar applicable state and federal securities laws regarding or with respect to which the suitability of Agent has provided the Shares for its customersCompany a written objection.
Appears in 1 contract
Samples: Distribution and Management Agreement (Onyx Acceptance Corp)
Representations and Warranties of Agent. The Agent hereby represents and warrants to the Company that:
(a) Agent is It, and to its best knowledge, any subagents employed by it, are members in good standing of the Financial Industry Regulatory Authority (“FINRA”) or are associated with such a corporation duly organizedmember.
(b) It, validly existing and to its best knowledge, any subagents employed by it, are registered broker-dealers in good standing under the appropriate laws and regulations of each of the State of Illinois with all requisite corporate power to carry on its business.
(b) Agent is licensed as a broker-dealerstates in which offers, authorized to conduct offerings offers for sale, or sales of the sort contemplated hereby Units will be made by the Commission and the blue sky authorities of each other state in which the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such statussubagent.
(c) It, and any subagent employed by it, will not offer the Units for sale to, sell to, or solicit any offers to subscribe for the Units from, any offeree who resides in a state where the Blue Sky laws require offerees to meet specified qualifications, unless such offeree meets such qualifications; where Blue Sky laws require offerees to receive disclosure documents, until it has delivered a Memorandum, including exhibits, and any other information provided by the Company which is required to be delivered to purchasers pursuant to Rule 502(b)(2) under the Act, to such offeree. Within a reasonable time prior to the Closing Date respecting such purchase, it or its subagents shall deliver all such documents to all persons who are to purchase the Units, to the extent they have not theretofore received such documents.
(d) It, and any subagent employed by it, will make offers to sell the Units to, sell to, or solicit offers to subscribe for the Units from, persons only from those states or other jurisdictions where the Company has either qualified or registered the Private Placement for sale or determined that an exemption from such qualification or registration is available under the applicable Blue Sky laws of such states or jurisdictions. It, and any subagent employed by it, will not offer, sell or solicit offers for the Units to or from any person unless, immediately before making such offer, sale or solicitation, it or the subagent reasonably believes such person (1) would be able to represent that such person is acquiring the Units for such person’s own account as principal for investment and not with a view to resale or distribution, and (2) qualifies as an accredited investor as defined in Rule 501 of Regulation D under the Act.
(e) Upon the delivery to it by the Company of the requisite number of copies thereof, it will promptly distribute to each person to whom a Memorandum was given a copy of any amendment thereof or supplement thereto approved by it.
(f) The Agent has full legal right, power and authority to enter into this Agreement, This Agreement has been duly authorized, executed and delivered by the Agent and it is a the valid and binding agreement on obligation of the part of Agent, enforceable in accordance with its terms, except as enforceability may be limited by the application of bankruptcy, insolvency, moratorium moratorium, or similar laws affecting the rights of creditors generally and by judicial limitations limitation s on the right of specific performance, and except as the enforceability of the indemnification or contribution provisions hereby hereof may be affected by determined to be unenforceable as against public policy or under applicable federal or state securities laws.
(dg) The Agent hereby represents and warrants to, and agrees with, the Company that will conduct its obligations in connection with the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering offer and sale of the Shares other than Units in a Preliminary Prospectus (as defined manner complying in Section 2(a)) relating to the Offering and filed all material respects with the Commission or terms of the Prospectus (as defined in Section 2(a)) or other materials permitted by Memorandum and applicable federal and state securities laws including, without limitation, Rules 502 and 506 of Regulation D under the Securities Act Act. The representations and warranties of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by shall survive the Company or its counsel;
(iiClosing(s) neither Agent nor any officer or other person employed by Agent will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the Prospectus; and (iii) Agent will endeavor to comply with Rule 2310, Conduct Rules, of the National Association of Securities Dealers, Inc. Manual and similar applicable state and federal securities laws regarding the suitability of the Shares for its customerscontemplated herein.
Appears in 1 contract
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Illinois incorporation, with all requisite full corporate power and authority to carry on its business.
(b) Agent is licensed as a broker-dealer, authorized provide the services to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which be furnished to the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such statushereunder.
(c) This The execution and delivery of this Agreement has and the consummation of the transactions contemplated hereby have been duly authorizedand validly authorized by all necessary corporate action on the part of Agent, executed and delivered by Agent and this Agreement is a legal valid and binding agreement on the part obligation of Agent, enforceable in accordance with its terms, terms (except as the enforceability thereof may be limited by the application of bankruptcy, insolvency, moratorium moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of creditors generally and by judicial limitations on the right of specific performancewhether such enforceability is considered in a proceeding in equity or at law, and except as to the enforceability extent that the provisions of the indemnification or contribution provisions hereby Sections 7 and 8 hereof may be affected by applicable federal or state securities lawsunenforceable as against public policy).
(d) Agent hereby represents and warrants toeach of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such Confidential Services, and agrees with, Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company that in connection with is relying on such registration for the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus Shares.
(as defined in Section 2(a)e) relating to The execution and delivery of this Agreement by Agent, the Offering fulfillment of the terms set forth herein and filed the consummation of the transactions contemplated hereby shall not violate or conflict with the Commission corporate charter or the Prospectus bylaws of Agent or violate, conflict with or constitute a breach of, or default (as defined in Section 2(a)or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other materials permitted instrument by the Securities Act of 1933which Agent is bound or under any governmental license or permit or any law, as amended (the "Securities Act")administrative regulation, and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company authorization, approval or its counsel;order or court decree, injunction or order.
(iif) neither Agent nor any officer or other person employed Any funds received by Agent will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the Prospectus; and (iii) Agent will endeavor to comply with Rule 2310, Conduct Rules, of the National Association of Securities Dealers, Inc. Manual and similar applicable state and federal securities laws regarding the suitability purchase shares of the Shares for its customerswill be handled in accordance with Rule 15c2-4 under the 1934 Act.
(g) Txxxx xx not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Illinois incorporation, with all requisite full corporate power and authority to carry on its business.
(b) Agent is licensed as a broker-dealer, authorized provide the services to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which be furnished to the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such statushereunder.
(c) This The execution and delivery of this Agreement has and the consummation of the transactions contemplated hereby have been duly authorizedand validly authorized by all necessary corporate action on the part of Agent, executed and delivered by Agent and this Agreement is a legal valid and binding agreement on the part obligation of Agent, enforceable in accordance with its terms, terms (except as the enforceability thereof may be limited by the application of bankruptcy, insolvency, moratorium moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of creditors generally and by judicial limitations on the right of specific performancewhether such enforceability is considered in a proceeding in equity or at law, and except as to the enforceability extent that the provisions of the indemnification or contribution provisions hereby Sections 7 and 8 hereof may be affected by applicable federal or state securities lawsunenforceable as against public policy).
(d) Agent hereby represents and warrants toeach of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such services, and agrees with, Agent is a registered selling agent in the jurisdictions in which the Certificates and Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company that in connection with is relying on such registration for the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus Certificates and Shares.
(as defined in Section 2(a)e) relating to The execution and delivery of this Agreement by Agent, the Offering fulfillment of the terms set forth herein and filed the consummation of the transactions contemplated hereby shall not violate or conflict with the Commission corporate charter or the Prospectus bylaws of Agent or violate, conflict with or constitute a breach of, or default (as defined in Section 2(a)or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other materials permitted instrument by the Securities Act of 1933which Agent is bound or under any governmental license or permit or any law, as amended (the "Securities Act")administrative regulation, and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company authorization, approval or its counsel;order or court decree, injunction or order.
(iif) neither Agent nor any officer or other person employed Any funds received by Agent to purchase Certificates or Shares will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained be handled in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the Prospectus; and (iii) Agent will endeavor to comply accordance with Rule 231015c2-4 under the 1934 Act.
(g) There is xxx xxx pending nor, Conduct Rulesto Agent's knowledge, of threatened against Agent any action or proceeding before the National Association of Securities DealersCommission, Inc. Manual and similar applicable the NASD, any state and securities commission or any state or federal securities laws regarding the suitability of the Shares for its customerscourt concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Samples: Sales Agency Agreement (Cornerstone Ministries Investments Inc)
Representations and Warranties of Agent. Agent represents and warrants that:
(a) Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois with all requisite corporate power to carry on its business.
(b) Agent is licensed as a broker-dealer, authorized to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which the Company Selling Shareholder and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such status.
(c) This Agreement has been duly authorized, executed and delivered by Agent and is a valid and binding agreement on the part of Agent, enforceable in accordance with its terms, except as enforceability may be limited by the application of bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and by judicial limitations on the right of specific performance, and except as the enforceability of the indemnification or contribution provisions hereby may be affected by applicable federal or state securities laws.
(d) Agent hereby represents and warrants to, and agrees with, the Company and the Selling Shareholder that in connection with the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus (as defined in Section 2(a)) relating to the Offering and filed with the Commission or the Prospectus (as defined in Section 2(a)) or other materials permitted by the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company and the Selling Shareholder or its their counsel;
; (ii) neither Agent nor any officer or other person employed by Agent will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the ProspectusProspectus which shall be pre-approved by the Company and the Selling Shareholder; and (iii) Agent will endeavor to comply with Rule 2310, Conduct Rules, of the National Association of Securities Dealers, Inc. Manual and similar applicable state and federal securities laws regarding the suitability of the Shares for its customers.
Appears in 1 contract
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Illinois incorporation, with all requisite full corporate power and authority to carry on its business.
(b) Agent is licensed as a broker-dealer, authorized provide the services to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which be furnished to the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such statushereunder.
(c) This The execution and delivery of this Agreement has and the consummation of the transactions contemplated hereby have been duly authorizedand validly authorized by all necessary corporate action on the part of Agent, executed and delivered by Agent and this Agreement is a legal valid and binding agreement on the part obligation of Agent, enforceable in accordance with its terms, terms (except as the enforceability thereof may be limited by the application of bankruptcy, insolvency, moratorium moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of creditors generally and by judicial limitations on the right of specific performancewhether such enforceability is considered in a proceeding in equity or at law, and except as to the enforceability extent that the provisions of the indemnification or contribution provisions hereby Sections 7 and 8 hereof may be affected by applicable federal or state securities lawsunenforceable as against public policy).
(d) Agent hereby represents and warrants toeach of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent shall be duly authorized and shall have all licenses, approvals and permits necessary, to perform such Confidential Services, and agrees with, Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company that in connection with is relying on such registration for the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus Shares.
(as defined in Section 2(a)e) relating to The execution and delivery of this Agreement by Agent, the Offering fulfillment of the terms set forth herein and filed the consummation of the transactions contemplated hereby shall not violate or conflict with the Commission corporate charter or the Prospectus bylaws of Agent or violate, conflict with or constitute a breach of, or default (as defined in Section 2(a)or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other materials permitted instrument by the Securities Act of 1933which Agent is bound or under any governmental license or permit or any law, as amended (the "Securities Act")administrative regulation, and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company authorization, approval or its counsel;order or court decree, injunction or order.
(iif) neither Agent nor any officer or other person employed Any funds received by Agent will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the Prospectus; and (iii) Agent will endeavor to comply with Rule 2310, Conduct Rules, of the National Association of Securities Dealers, Inc. Manual and similar applicable state and federal securities laws regarding the suitability purchase shares of the Shares for its customerswill be handled in accordance with Rule 15c2-4 under the 1934 Act.
(g) Thxxx xx not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Representations and Warranties of Agent. Agent represents and warrants to the Primary Parties that:
(a) Agent is a corporation duly organized, and is validly existing and in good standing under the laws of the State of Illinois New Jersey with all requisite corporate full power and authority to carry on its businessprovide the services to be furnished to the Primary Parties hereunder.
(b) Agent is licensed as a broker-dealer, authorized to conduct offerings The execution and delivery of this Agreement and the consummation of the sort transactions contemplated hereby have been duly and validly authorized by all necessary action on the Commission part of Agent, and the blue sky authorities of each other state in which the Company and Agent have agreed to offer the Shares this Agreement and is a member in good standing of the National Association of Securities Dealerslegal, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such status.
(c) This Agreement has been duly authorized, executed and delivered by Agent and is a valid and binding agreement on the part of Agent, enforceable in accordance with its terms, terms except as the legality, validity, binding nature and enforceability thereof may be limited by the application of (i) bankruptcy, insolvency, moratorium moratorium, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equity principles regardless of creditors generally and by judicial limitations on the right of specific performancewhether such enforceability is considered in a proceeding in equity or at law, and except (iii) the extent, if any, that the provisions of Sections 10 or 11 hereof may be unenforceable as the enforceability against public policy. 13 NEXT PAGE
(c) Each of Agent and its employees, agents and representatives who shall perform any of the indemnification services hereunder shall have, and until the Offering is completed or contribution provisions hereby may be affected by applicable federal or state securities lawsterminated shall maintain all licenses, approvals and permits necessary to perform such services.
(d) Agent hereby represents and warrants toNo action, and agrees withsuit, charge or proceeding before the Commission, the Company that in connection with NASD, any state securities commission or any court is pending, or to the Offering: knowledge of Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement.
(ie) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale is registered as a broker/dealer pursuant to Section 15(b) of the Shares other than 1934 Act and is a Preliminary Prospectus member of the NASD.
(as defined f) Any funds received in Section 2(a)) relating to the Offering and filed by Agent will be handled by Agent in accordance with the Commission or the Prospectus (as defined in Section 2(a)) or other materials permitted by Rule 15c2-4 under the Securities Exchange Act of 19331934, as amended (the "Securities 1934 Act") to the extent applicable.
(g) With respect to certain non-public information about the Bank's depositors and customers ("Customer Information") that Agent will be provided access to in connection with providing services under this Agreement, Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the "GLB Act"), and the rules OTS regulations and regulations promulgated by the Commission policies thereunder (the "Rules") and other applicable law, all as may be amended from time to be distributed by the Agent and consented to by the Company or its counsel;
time; (ii) neither Agent nor not disclose Customer Information to any officer or other person employed by Agent will provide any information or make any representations third party, unless the Bank has consented in writing to purchasers of the Shares, other than such information and representations as are either contained in a Preliminary Prospectus disclosure or the Prospectus or are not inconsistent with the information set forth in Bank has confirmed that such Preliminary Prospectus or the Prospectusdisclosure is permissible pursuant to applicable law; and (iii) Agent will endeavor adopt reasonably appropriate measures under the GLB Act and OTS regulations thereunder to comply with Rule 2310, Conduct Rules, protect against unauthorized access to or use of the National Association of Securities Dealers, Inc. Manual and similar applicable state and federal securities laws regarding the suitability Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Shares for its customersBank.
Appears in 1 contract
Representations and Warranties of Agent. The Agent hereby represents and warrants thatto the Company as follows, which representations and warranties shall be made as of the execution of this Agreement until this Agreement has been terminated:
(a) The Agent is a corporation (i) has been duly organized, is validly existing and in good standing under as a Minnesota corporation, (ii) has qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the laws character of its properties or the nature of its activities (including without limitation activities of the State of Illinois with all requisite corporate power Agent hereunder) makes such qualification necessary, and (iii) has full power, authority and legal right to own its property, to carry on its businessbusiness as presently conducted, and to enter into and perform its obligations under this Agreement.
(b) The execution and delivery by the Agent of this Agreement are within the power of the Agent and have been duly authorized by all necessary corporate action on the part of the Agent. Neither the execution and delivery of this Agreement nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any Governmental Rule binding on the Agent, the charter or bylaws of the Agent, or any of the provisions of any Material Agreement to which the Agent is licensed as a broker-dealerparty or by which it is bound; nor will they result in the creation or imposition of any lien, authorized to conduct offerings charge or encumbrance upon any of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened property pursuant to revoke or limit the terms of any such statusMaterial Agreement.
(c) This Agreement The Agent has been duly authorizedobtained all governmental consents, executed licenses, approvals and delivered by Agent authorizations, registrations and is a valid declarations which are necessary for the execution, delivery, performance, validity and binding agreement on the part enforceability of Agent, enforceable in accordance with its terms, except as enforceability may be limited by the application of bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and by judicial limitations on the right of specific performance, and except as the enforceability of the indemnification or contribution provisions hereby may be affected by applicable federal or state securities laws's obligations under this Agreement.
(d) There are no actions, suits or proceedings pending or, to the knowledge of the Agent, threatened against or affecting the Agent, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the transactions contemplated by this Agreement, or which will, if determined adversely to the Agent, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect the Agent's ability to perform its obligations under this Agreement. The Agent hereby represents is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and warrants toadversely affect the transactions contemplated by this Agreement.
(e) The Agent has obtained all necessary consents, approvals, waivers and agrees withnotifications of creditors, the Company that lessors and other nongovernmental persons in connection with the Offering: execution and delivery of this Agreement, and the consummation of all the transactions herein contemplated.
(if) When the Registration Statement shall become effective and when any post-effective amendment thereto shall become effective, the Agent has not distributed and Disclosure Statements in the Registration Statement will not distribute or did not contain any prospectus untrue statement of a material fact or any other offering omit to state a material fact required to be stated therein or necessary to make the statements therein, in connection with the offering and sale light of the Shares other than a Preliminary circumstances in which they were made, not misleading. When the Registration Statement is or was declared effective by the Commission and at all times subsequent thereto until the termination of the Offering, the Agent Disclosure Statements in the Prospectus (as defined in Section 2(a)) relating to amended or supplemented, if the Offering and Company shall have filed with the Commission any amendment thereof or supplement thereto) will not or did not contain any untrue statement of a material fact or omit to state a material fact required to the stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. "Agent Disclosure Statements" shall mean any statements or disclosures included within or the Prospectus subject of the Registration Statement or the Prospectus, which are either (as defined i) included within the disclosure under the heading "Plan of Distribution" in Section 2(a)the Prospectus, or (ii) or other materials permitted by based upon and conform to written information relating to the Securities Act of 1933, as amended (Agent furnished in writing to the "Securities Act"), and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed Company by the Agent and consented to by specifically for use in the Company or its counsel;
(ii) neither Agent nor any officer or other person employed by Agent will provide any information or make any representations to purchasers preparation of the Shares, other than such information and representations as are either contained in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus Registration Statement or the Prospectus, or any such amendment or supplement thereto; and (iii) provided, however, the Agent will endeavor makes no representation with respect to comply with Rule 2310, Conduct Rules, any Agent Disclosure Statement made without the consent of the National Association of Securities DealersAgent, Inc. Manual and similar applicable state and federal securities laws regarding or with respect to which the suitability of Agent has provided the Shares for its customersCompany a written objection.
Appears in 1 contract
Samples: Distribution and Management Agreement (Onyx Acceptance Corp)
