Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that: (a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement. (b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms. (c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following: (i) any breach of any of the terms or conditions of, or constitute a default under your organizational documents, bylaws, any indenture, agreement, or other instrument to which you are a party or by which you are bound; or (ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or over your affiliates. (d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the "Act of 1934," as a broker/dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations. (e) Pursuant to your appointment as a Selling Agent, you shall comply with all the provisions of the Act, insofar as the Act applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as the "Commission," the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and 2810(b)(2) and (b)(3), which provide as follows:
Appears in 5 contracts
Samples: Dealer Manager Agreement (Atlas America Public # 14-2004 Program), Dealer Manager Agreement (Atlas America Public #15-2005 Program), Dealer Manager Agreement (Atlas America Public #15-2005 Program)
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
(b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following:
(i) any breach of any of the terms or conditions of, or constitute a default under your organizational documents, bylaws, any indenture, agreement, or other instrument to which you are a party or by which you are bound; oror Anthem Securities, Inc. Selling Agent Agreement
(ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or over your affiliates.
(d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the "“Act of 1934," ” as a broker/dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations.
(e) Pursuant to your appointment as a Selling Agent, you shall comply with all the provisions of the Act, insofar as the Act applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as the "“Commission," ” the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and 2810(b)(2) and (b)(3), which provide as follows:
Appears in 4 contracts
Samples: Dealer Manager Agreement (Atlas Resources Public #16-2007 Program), Dealer Manager Agreement (Atlas Resources Public #16-2007 (A) L.P.), Dealer Manager Agreement (Atlas Resources Public #16-2007 (B) L.P.)
Representations and Warranties of Selling Agent. You You, as a Selling Agent, represent and warrant to the Dealer-Manager that:
(a) You are a corporation or other entity duly organized, validly existing, existing and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreementhereunder.
(b) This Agreement when accepted and approved by you will be duly authorized, executed, executed and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following:
(i) any breach of any of the terms or conditions of, or constitute a default under your organizational documentsArticles of Incorporation, bylawsBylaws, any indenture, agreement, agreement or other instrument to which you are a party party, or by which you are bound; or
(ii) any violation of violate any order applicable to you of any court, court or any federal or state regulatory body or administrative agency having jurisdiction over you or over your affiliates.
(d) You are duly registered under pursuant to the provisions of the Securities Exchange Act of 1934, which is referred to as 1934 (the "Act of 1934," ") as a broker/dealer, dealer and you are a member in good standing of the NASD. You are duly registered as a broker/-dealer in the jurisdictions where states in which you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, Units and you agree to comply with all statutes and other requirements applicable to you as a broker/-dealer under pursuant to those registrations.
(e) Pursuant to your appointment as a Selling Agent, you shall comply with all the provisions of the Act, insofar as the Act applies to your activities under this Agreementhereunder. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with the Act, the Act of 1934, 1934 and the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as Commission (the "Commission," "), the applicable state securities laws and regulations, this Agreement, Agreement and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2420, 2750, and Rules 2810(b)(2) and (b)(3), which provide as follows:
Appears in 3 contracts
Samples: Dealer Manager Agreement (Atlas Energy for Nineties Public No 8 LTD), Dealer Manager Agreement (Atlas Energy for Nineties Public No 8 LTD), Dealer Manager Agreement (Atlas Energy for Nineties Public No 8 LTD)
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
(b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following:
(i) any breach of any of the terms or conditions of, or constitute a default under your organizational documents, bylaws, any indenture, agreement, or other instrument to which you are a party or by which you are bound; or
(ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or over your affiliates.
(d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the "“Act of 1934," ” as a broker/dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations.
(e) Pursuant to your appointment as a Selling Agent, you shall comply with all the provisions of the Act, insofar as the Act applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as the "“Commission," ” the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and 2810(b)(2) and (b)(3), which provide as follows:
Appears in 3 contracts
Samples: Dealer Manager Agreement (Atlas Resources Public #17-2007 (A) L.P.), Dealer Manager Agreement (Atlas Resources Public #17-2007 (A) L.P.), Services Agreement (Atlas Energy Resources, LLC)
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
(b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following:
(i) any breach of any of the terms or conditions of, or constitute a default under your organizational documents, bylaws, any indenture, agreement, or other instrument to which you are a party or by which you are bound; oror Anthem Securities, Inc. Selling Agent Agreement
(ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or over your affiliates.
(d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the "“Act of 1934," ” as a broker/dealer, and you are a member in good standing of the NASDFINRA. You are duly registered as a broker/dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations.
(e) Pursuant to your appointment as a Selling Agent, you shall comply with all the provisions of the Act, insofar as the Act applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as the "“Commission," ” the applicable state securities laws and regulations, this Agreement, and the NASD FINRA Conduct Rules including Rules 2420, 2730, 2740, 2750, and 2810(b)(2) and (b)(3), which provide as follows:
Appears in 2 contracts
Samples: Dealer Manager Agreement (Atlas Resources Public #18-2008 (A) L.P.), Dealer Manager Agreement (Atlas Resources Public #18-2008 (A) L.P.)
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
(b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus Private Placement Memorandum will not result in the following:
(i) any breach of any of the terms or conditions of, or constitute a default under your organizational documentsArticles of Incorporation or Bylaws, bylaws, or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or
(ii) any violation of any order applicable to you of any court, court or any federal or state regulatory body or administrative agency having jurisdiction over you or over your affiliates.
(d) You are not subject to any disqualification described in Rule 505(b)(2)(iii) of Regulation D. You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the "Act of 1934," as a broker/dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the jurisdictions states where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the ProspectusPrivate Placement Memorandum. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations.
(e) Pursuant to your appointment as a Selling Agent, you shall comply with all the provisions of the ActRegulation D, insofar as the Act Regulation D applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with Regulation D, the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as the "Commission," the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, and 2750, and 2810(b)(2specifically you agree as set forth below.
(i) You shall not offer or sell the Units in any state until you have been advised in writing by the Managing General Partner, or the Managing General Partner's special counsel, that the offer or sale of the Units:
(1) has been qualified in the state;
(2) is exempt from the qualification requirements imposed by the state; or
(3) the qualification is otherwise not required.
(ii) Units shall not be offered and/or sold by you by means of any form of general solicitation or general advertising, including, but not limited to, the following:
(1) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio;
(2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; or
(3) any letter, circular, notice, or other written communication constituting a form of general solicitation or general advertising.
(iii) You have received copies of the Private Placement Memorandum Kit relating to the Units and in offering and selling the Units you will rely only on the statements contained in the Private Placement Memorandum and not on any other statements whatsoever, either written or oral, with respect to the details of the offering of Units. You shall provide each offeree with the following:
(b)(3)1) a complete Private Placement Memorandum Kit, which provide includes a numbered copy of the Private Placement Memorandum, all exhibits incorporated in the Private Placement Memorandum and, without exception, all of the Sales Literature described below; and
(2) any numbered supplement or amendment to the Private Placement Memorandum as followsset forth in (iv) below. Also, each Private Placement Memorandum Kit includes a copy of the following Sales Literature:
(1) a flyer entitled "Atlas America Series 26-2005 L.P.";
(2) an article entitled "Tax Rewards with Oil and Gas Partnerships";
(3) a brochure of tax scenarios entitled "How an Investment in Atlas America Series 26-2005 L.P. can Help Achieve an Investor's Tax Objectives";
(4) a brochure entitled "Investing in Atlas America Series 26-2005 L.P.";
(5) a booklet entitled "Outline of Tax Consequences of Oil and Gas Drilling Programs";
Appears in 1 contract
Samples: Dealer Manager Agreement (Atlas America Series 26-2005 L.P.)
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
(b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following:
(i) any breach of any of the terms or conditions of, or constitute a default under your organizational documents, bylaws, any indenture, agreement, or other instrument to which you are a party or by which you are bound; oror Anthem Securities, Inc. Selling Agent Agreement
(ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or over your affiliates.
(d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the "Act of 1934," as a broker/dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations.
(e) Pursuant to your appointment as a Selling Agent, you shall comply with all the provisions of the Act, insofar as the Act applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as the "Commission," the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and 2810(b)(2) and (b)(3), which provide as follows:
Appears in 1 contract
Samples: Dealer Manager Agreement (Atlas America Public #16-2007 (A) L.P.)
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
(b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following:
(i) any breach of any of the terms or conditions of, or constitute a default under your organizational documents, bylaws, any indenture, agreement, or other instrument to which you are a party or by which you are bound; oror Selling Agent Agreement
(ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or over your affiliates.
(d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the "“Act of 1934," ” as a broker/dealer, and you are a member in good standing of the NASDFINRA. You are duly registered as a broker/dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations.
(e) Pursuant to your appointment as a Selling Agent, you shall comply with all the provisions of the Act, insofar as the Act applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as the "“Commission," ” the applicable state securities laws and regulations, this Agreement, and the NASD FINRA Conduct Rules including Rules 2420, 2730, 2740, 2750, and 2810(b)(2) and (b)(3), which provide as follows:
Appears in 1 contract
Samples: Dealer Manager Agreement (Atlas Resources Public #19-2011 (C) L.P.)
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
(b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus Private Placement Memorandum will not result in the following:
(i) any breach of any of the terms or conditions of, or constitute a default under your organizational documentsArticles of Incorporation or Bylaws, bylaws, or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or
(ii) any violation of any order applicable to you of any court, court or any federal or state regulatory body or administrative agency having jurisdiction over you or over your affiliates.
(d) You are not subject to any disqualification described in Rule 505 (b)(2)(iii) of Regulation D. You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the "Act of 1934," as a broker/dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the jurisdictions states where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the ProspectusPrivate Placement Memorandum. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations.
(e) Pursuant to your appointment as a Selling Agent, you shall comply with all the provisions of the ActRegulation D, insofar as the Act Regulation D applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with Regulation D, the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as the "Commission," the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, and 2750, and 2810(b)(2specifically you agree as set forth below.
(i) You shall not offer or sell the Units in any state until you have been advised in writing by the Managing General Partner, or the Managing General Partner's special counsel, that the offer or sale of the Units: 2
(1) has been qualified in the state;
(2) is exempt from the qualification requirements imposed by the state; or
(3) the qualification is otherwise not required.
(ii) Units shall not be offered and/or sold by you by means of any form of general solicitation or general advertising, including, but not limited to, the following:
(1) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio;
(2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; or
(3) any letter, circular, notice, or other written communication constituting a form of general solicitation or general advertising.
(iii) You have received copies of the Private Placement Memorandum relating to the Units and you have relied only on the statements contained in the Private Placement Memorandum and not on any other statements whatsoever, either written or oral, with respect to the details of the offering of Units. You shall provide each offeree with the following:
(b)(3)1) a complete and numbered copy of the Private Placement Memorandum and all exhibits incorporated in the Private Placement Memorandum; and
(2) any numbered supplement or amendment to the Private Placement Memorandum for the Partnership in which the Units are then being offered as set forth in (iv) below. Also, unless advised otherwise by the Managing General Partner, you may choose to provide each offeree with the following sales materials which provide are collectively referred to as followsthe "Sales Literature":
(1) a flyer entitled "Atlas America Series 25-2004 Program";
(2) an article entitled "Tax Rewards with Oil and Gas Partnerships";
(3) a brochure of tax scenarios entitled "How an Investment in Atlas America Series 25-2004 Program can Help Achieve an Investor's Tax Objectives";
(4) a brochure entitled "Investing in Atlas America Series 25-2004 Program";
(5) a booklet entitled "Outline of Tax Consequences of Oil and Gas Drilling Programs";
Appears in 1 contract
Samples: Dealer Manager Agreement (Atlas America Series 25-2004 a L P)
Representations and Warranties of Selling Agent. You represent The Selling Agent represents and warrant warrants to the Dealer-Manager Fund, the General Partner and the Commodity Broker that:
(a) You are it is a corporation or other entity duly organized, organized and validly existing, and existing in good standing under the laws of the state of your formation its incorporation and in good standing and qualified to do business in each jurisdiction in which the nature or conduct of any jurisdiction its business requires such qualification and the failure to be duly qualified would materially adversely affect its ability to perform its obligations hereunder, is a member in good standing of the laws of which you are subject, with all requisite NASD and has full corporate power and authority to enter into act as selling agent in the manner contemplated by this Agreement and to carry out your obligations under this Agreement.as described in the Registration Statement and the Prospectus;
(b) This this Agreement when accepted has been duly and approved by you will be duly validly authorized, executed, executed and delivered by you the Selling Agent and, assuming that it has been duly and will be validly authorized, executed and delivered by the other parties hereto, is a valid and binding agreement on your part in accordance with its terms.of the Selling Agent, except insofar as bankruptcy, moratorium or other similar laws may be applicable and except that the exculpation, indemnification and contribution provisions of such agreement may be limited by applicable law and enforcement of any specific terms or remedies may be unavailable;
(c) The consummation of the transactions contemplated by this Agreement it is in good standing and the Prospectus will not result in compliance with all applicable broker-dealer registration requirements in the following:
(i) any breach of any of jurisdictions in which the terms or conditions of, or constitute a default under your organizational documents, bylaws, any indenture, agreement, or other instrument to which you are a party or Units will be sold by which you are boundit; or
(ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or over your affiliates.8
(d) You are duly registered under any use or distribution of the provisions of Registration Statement, the Prospectus or any preliminary prospectus by the Selling Agent will comply with the terms and conditions set forth in the Prospectus and with the Securities Act, the Securities Exchange Act of 1934, which is referred to as the "Act of 1934," as a broker/dealer, and you are a member in good standing all applicable blue-sky laws of the NASD. You are duly registered as a broker/dealer states in which the jurisdictions where you are required Selling Agent intends to be registered sell Units, the rules and regulations promulgated under all such laws and all applicable rules and regulations of the NASD and other self-regulatory organizations;
(e) in order to carry out your obligations as contemplated particular and not by this Agreement way of limitation, it is aware of NASD Rule 2810 and the Prospectus. You agree to maintain will comply fully with all the foregoing registrations terms thereof in good standing throughout the term of connection with the offer and sale of the Units, and you agree it will not recommend the purchase or redemption of Units by any investor unless it has reasonable grounds to comply with all statutes believe, on the basis of information obtained from such investor concerning, among other things, the investment objectives, other investments, financial situation and needs of such investor, that (i) such investor is or will be in a financial position appropriate to enable such investor to realize to a significant extent the benefits of the Fund, including tax benefits described in the Registration Statement and the Prospectus, (ii) such subscriber has a fair market net worth sufficient to sustain the risks inherent in participating in the Fund, including loss of investment and lack of liquidity, and (iii) the Units are otherwise a suitable investment for the subscriber;
(f) it will maintain files of information disclosing the basis upon which the Selling Agent determined that the suitability requirements of NASD Rule 2810 were met as to each investor, which may include the representations and warranties of such investor contained in the Subscription Agreements and other requirements applicable to you as a broker/dealer under those registrations.certificates submitted by such investor;
(eg) Pursuant it has, among other things, examined the Registration Statement and the Prospectus and obtained such additional information from the General Partner regarding the information set forth therein as the Selling Agent has deemed necessary or appropriate to your appointment determine whether the Registration Statement and the Prospectus adequately and accurately disclose all material facts relating to an investment in the Fund and provide an adequate basis to investors for evaluating an investment in the Units; and in making such representation it has not relied on inquiries made by or on behalf of any other parties;
(h) it will inform all subscribers of Units of all pertinent facts relating to the liquidity and marketability of the Units as a set forth in the Registration Statement and the Prospectus; and
(i) it and its representatives have all required federal and state governmental and regulatory approvals and licenses and have effected all filings and registrations with federal and state governmental and regulatory agencies required to conduct the business of the Selling Agent, you shall comply with all the provisions of the Act, insofar as the Act applies to your activities perform its obligations under this Agreement. Further, you shall not engage Agreement and to act as described in any activity which would cause the offer and/or sale of Registration Statement and the Units not to comply with the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as the "Commission," the applicable state securities laws and regulations, this AgreementProspectus, and the NASD Conduct Rules including Rules 2420performance of such actions will not violate or result in a breach of any provisions of its certificate of incorporation or bylaws or any agreement, 2730instrument, 2740order, 2750, and 2810(b)(2) and (b)(3), which provide as follows:law or regulation binding upon it.
Appears in 1 contract
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
(b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following:
(i) any breach of any of the terms or conditions of, or constitute a default under your organizational documents, bylaws, any indenture, agreement, or other instrument to which you are a party or by which you are bound; or
(ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or over your affiliates.
(d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the "“Act of 1934," ” as a broker/dealer, and you are a member in good standing of the NASDFINRA. You are duly registered as a broker/dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations.
(e) Pursuant to your appointment as a Selling Agent, you shall comply with all the provisions of the Act, insofar as the Act applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as the "“Commission," ” the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, 2750, and 2810(b)(2) and (b)(3), which provide as follows:
Appears in 1 contract
Samples: Dealer Manager Agreement (Atlas Resources Public #17-2007 (A) L.P.)
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
(b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus Private Placement Memorandum will not result in the following:
(i) any breach of any of the terms or conditions of, or constitute a default under your organizational documentsArticles of Incorporation or Bylaws, bylaws, or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or
(ii) any violation of any order applicable to you of any court, court or any federal or state regulatory body or administrative agency having jurisdiction over you or over your affiliates.
(d) You are not subject to any disqualification described in Rule 505(b)(2)(iii) of Regulation D. You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the "“Act of 1934," ” as a broker/dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the jurisdictions states where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the ProspectusPrivate Placement Memorandum. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations.
(e) Pursuant to your appointment as a Selling Agent, you shall comply with all the provisions of the ActRegulation D, insofar as the Act Regulation D applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with Regulation D, the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as the "“Commission," ” the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, and 2750, and 2810(b)(2specifically you agree as set forth below.
(i) You shall not offer or sell the Units in any state until you have been advised in writing by the Managing General Partner, or the Managing General Partner’s special counsel, that the offer or sale of the Units:
(1) has been qualified in the state;
(2) is exempt from the qualification requirements imposed by the state; or
(3) the qualification is otherwise not required.
(ii) Units shall not be offered and/or sold by you by means of any form of general solicitation or general advertising, including, but not limited to, the following:
(1) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio;
(2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; or
(3) any letter, circular, notice, or other written communication constituting a form of general solicitation or general advertising.
(iii) You have received copies of the Private Placement Memorandum Kit relating to the Units and in offering and selling the Units you will rely only on the statements contained in the Private Placement Memorandum and not on any other statements whatsoever, either written or oral, with respect to the details of the offering of Units. You shall provide each offeree with the following:
(b)(3)1) a complete Private Placement Memorandum Kit, which provide includes a numbered copy of the Private Placement Memorandum, all exhibits incorporated in the Private Placement Memorandum and, without exception, all of the Sales Literature described below; and
(2) any numbered supplement or amendment to the Private Placement Memorandum as followsset forth in (iv) below. Also, each Private Placement Memorandum Kit includes a copy of the following Sales Literature:
Appears in 1 contract
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
(b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus will not result in the following:
(i) any breach of any of the terms or conditions of, or constitute a default under your organizational documents, bylaws, any indenture, agreement, or other instrument to which you are a party or by which you are bound; or
(ii) any violation of any order applicable to you of any court, regulatory body or administrative agency having jurisdiction over you or over your affiliates.
(d) You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the "“Act of 1934," ” as a broker/dealer, and you are a member in good standing of the NASDFINRA. You are duly registered as a broker/dealer in the jurisdictions where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the Prospectus. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations.
(e) Pursuant to your appointment as a Selling Agent, you shall comply with all the provisions of the Act, insofar as the Act applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as the "“Commission," ” the applicable state securities laws and regulations, this Agreement, and the NASD FINRA Conduct Rules including Rules 2420, 2730, 2740, 2750, and 2810(b)(2) and (b)(3), which provide as follows:
Appears in 1 contract
Samples: Dealer Manager Agreement (Atlas Resources Public #18-2008 (A) L.P.)
Representations and Warranties of Selling Agent. You represent and warrant to the Dealer-Manager that:
(a) You are a corporation or other entity duly organized, validly existing, and in good standing under the laws of the state of your formation or of any jurisdiction to the laws of which you are subject, with all requisite power and authority to enter into this Agreement and to carry out your obligations under this Agreement.
(b) This Agreement when accepted and approved by you will be duly authorized, executed, and delivered by you and will be a valid and binding agreement on your part in accordance with its terms.
(c) The consummation of the transactions contemplated by this Agreement and the Prospectus Private Placement Memorandum will not result in the following:
(i) any breach of any of the terms or conditions of, or constitute a default under your organizational documentsArticles of Incorporation or Bylaws, bylaws, or any other indenture, agreement, or other instrument to which you are a party or by which you are boundparty; or
(ii) any violation of any order applicable to you of any court, court or any federal or state regulatory body or administrative agency having jurisdiction over you or over your affiliates.
(d) You are not subject to any disqualification described in Rule 505(b)(2)(iii) of Regulation D. You are duly registered under the provisions of the Securities Exchange Act of 1934, which is referred to as the "“Act of 1934," ” as a broker/dealer, and you are a member in good standing of the NASD. You are duly registered as a broker/dealer in the jurisdictions states where you are required to be registered in order to carry out your obligations as contemplated by this Agreement and the ProspectusPrivate Placement Memorandum. You agree to maintain all the foregoing registrations in good standing throughout the term of the offer and sale of the Units, and you agree to comply with all statutes and other requirements applicable to you as a broker/dealer under those registrations.
(e) Pursuant to your appointment as a Selling Agent, you shall comply with all the provisions of the ActRegulation D, insofar as the Act Regulation D applies to your activities under this Agreement. Further, you shall not engage in any activity which would cause the offer and/or sale of the Units not to comply with Regulation D, the Act, the Act of 1934, the applicable rules and regulations of the Securities and Exchange Commission, which is referred to as the "“Commission," ” the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules including Rules 2420, 2730, 2740, and 2750, and 2810(b)(2specifically you agree as set forth below.
(i) You shall not offer or sell the Units in any state until you have been advised in writing by the Managing General Partner, or the Managing General Partner’s special counsel, that the offer or sale of the Units:
(1) has been qualified in the state;
(2) is exempt from the qualification requirements imposed by the state; or
(3) the qualification is otherwise not required.
(ii) Units shall not be offered and/or sold by you by means of any form of general solicitation or general advertising, including, but not limited to, the following:
(1) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio;
(2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; or
(3) any letter, circular, notice, or other written communication constituting a form of general solicitation or general advertising.
(iii) You have received copies of the Private Placement Memorandum Kit relating to the Units and in offering and selling the Units you will rely only on the statements contained in the Private Placement Memorandum and not on any other statements whatsoever, either written or oral, with respect to the details of the offering of Units. You shall provide each offeree with the following:
(b)(3)1) a complete Private Placement Memorandum Kit, which provide includes a numbered copy of the Private Placement Memorandum, all exhibits incorporated in the Private Placement Memorandum and, without exception, all of the Sales Literature described below; and
(2) any numbered supplement or amendment to the Private Placement Memorandum as set forth in (iv) below. Also, each Private Placement Memorandum Kit includes a copy of the following Sales Literature:
(1) a flyer entitled “Atlas America Series 27-2006 L.P.”;
(2) a brochure entitled “Frequently Asked Questions”; and
(3) possibly other supplementary materials. You agree that, without exception, you will not remove any of the Sales Literature described above from any Private Placement Memorandum Kit before its delivery to an offeree. Further, you shall keep file memoranda, indicating by the number of the Private Placement Memorandum enclosed in the Private Placement Memorandum Kit, to whom each Private Placement Memorandum Kit, which must contain, without exception, all of the Sales Literature, was delivered.
(iv) When any supplement or amendment to the Private Placement Memorandum is prepared and delivered to you by the Managing General Partner or the Dealer-Manager, you agree as follows:
(1) to distribute each supplement or amendment to the Private Placement Memorandum, identified by number, to every person who has previously received a Private Placement Memorandum Kit from you;
(2) to include each supplement or amendment in all future deliveries of any Private Placement Memorandum Kit; and
(3) to keep file memoranda indicating to whom each supplement or amendment was delivered.
(v) In connection with any offer or sale of the Units, you agree to the following:
(1) to comply in all respects with statements set forth in the Private Placement Memorandum, the Partnership Agreement, and any supplements or amendments to the Private Placement Memorandum;
(2) not to make any statement inconsistent with the statements in the Private Placement Memorandum, the Partnership Agreement, and any supplements or amendments to the Private Placement Memorandum;
(3) not to make any untrue or misleading statements of a material fact in connection with the Units; and
(4) not to provide any written information, statements, or sales materials other than the Private Placement Memorandum, the Sales Literature, and any supplements or amendments to the Private Placement Memorandum unless approved in writing by the Managing General Partner.
(vi) You shall advise each offeree of Units in the Partnership at the time of the initial offering to him that the Partnership and the Managing General Partner shall during the course of the offering and a reasonable time before sale accord him the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information, to the extent possessed by the Partnership or the Managing General Partner or obtainable by either of them without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in the Private Placement Memorandum.
(vii) Before the sale of any of the Units, you shall make reasonable inquiry to determine if the offeree is acquiring the Units for his own account or on behalf of other persons, and that the offeree understands the limitations on the offeree’s disposition of the Units set forth in Rule 502(d) of Regulation D. This includes a determination by you that the offeree understands that he must bear the economic risk of the investment for an indefinite period of time because the Units have not been registered under the Act and, thus, cannot be sold unless the Units are subsequently registered under the Act or an exemption from registration under the Act is available.
(viii) Before the sale of any of the Units you shall have reasonable grounds to believe that each subscriber is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.
(ix) Units shall not be sold by you to anyone whom you reasonably believe is not an accredited investor.
(x) You agree to use your best efforts in the solicitation and sale of the Units, including that:
(1) you comply with all the provisions of Regulation D, the Act, the Act of 1934, the applicable rules and regulations of the Commission, the applicable state securities laws and regulations, this Agreement, and the NASD Conduct Rules;
(2) the prospective purchasers meet the suitability requirements set forth in the Private Placement Memorandum, the Subscription Agreement, this Agreement and the NASD Conduct Rules; and
(3) the prospective purchasers properly complete the following forms, which will be included in the Partnership’s subscription packet as exhibits to the Private Placement Memorandum:
(A) the Subscription Agreement and Annex A attached to the Subscription Agreement [Exhibit (I-B)]; and
(B) the Execution Page and Purchaser Questionnaire [Exhibit (C)]; together with any additional forms provided in any supplement or amendment to the Private Placement Memorandum, or otherwise provided to you by the Managing General Partner or the Dealer-Manager to be completed by prospective purchasers. The Managing General Partner shall have the right to reject any subscription at any time for any reason without liability to it. Subscription funds and executed subscription packets shall be transmitted as set forth in Section 11 of this Agreement.
(f) You agree and covenant that:
(i) the representations and warranties you make in this Agreement are and shall be true and correct at the applicable closing date; and
(ii) you shall and have fulfilled all your obligations under this Agreement at the applicable closing date.
(g) You agree and covenant that you will not distribute a Private Placement Memorandum Kit to any offeree with whom you do not have a pre-existing substantive relationship as defined from time to time by the Commission. As of the date of this Agreement, you agree that the term “pre-existing substantive relationship” with a potential offeree means the following:
(i) your relationship with the offereee was established before the beginning of the offering of Units in the Partnership, which is October 15, 2006; and
(ii) you have sufficient information concerning the offeree to determine the offeree’s current sophistication and financial circumstances, including that the offeree (or the offeree and its purchaser representative) has such knowledge and experience in financial and business matters that the offeree is capable of evaluating the merits and risks of an investment in the Partnership.
Appears in 1 contract