Representations and Warranties of Selling Agent. Selling agent represents and warrants to Schwab and the Company that: 2.1 Selling Agent is duly and validly organized and operating in good standing under the laws of its state of organization, is qualified to do business in all states where offers or sales will take place, and is either (i) registered as a broker-dealer under applicable federal and state securities laws and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); or (ii) a "bank," as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and therefore exempt from registration as a broker-dealer under applicable federal and state securities laws and from the membership requirements of the NASD. NASD members agree to abide by the rules and regulations of the NASD, including, without limitation, the NASD Conduct Rules (including, to the extent applicable, NASD Conduct Rules 2420, 2730, 2740 and 2750). Selling Agent agrees to provide immediate written notice to Schwab if it ceases to be (a) registered and/or licensed as a broker and/or dealer under applicable federal and state laws or fails to be a member in good standing of the NASD; or (b) a "bank," as defined in Section 3(a)(6) of the Exchange Act.
Appears in 2 contracts
Samples: Selling Agent Agreement (Excelsior Venture Partners Fund Iii LLC), Distribution Agreement (Excelsior Venture Partners Fund Iii LLC)
Representations and Warranties of Selling Agent. Selling agent represents and warrants to Schwab and the Company that:
2.1 Selling Agent is duly and validly organized and operating in good standing under the laws of its state of organization, is qualified to do business in all states where offers or sales will take place, and is either (i) registered as a broker-dealer under applicable federal and state securities laws and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); or (ii) a "bank," as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and therefore exempt from registration as a broker-dealer under applicable federal and state securities laws and from the membership requirements of the NASD. NASD members agree to abide by the rules and regulations of the NASD, including, without limitation, the NASD Conduct Rules (including, including to the extent applicable, NASD Conduct Rules 2420, 2730, 2740 and 2750). Selling Agent agrees to provide immediate written notice to Schwab if it ceases to be (a) registered and/or licensed as a broker and/or dealer under applicable federal and state laws or fails to be a member in good standing of the NASD; or (b) a "bank," as defined in Section 3(a)(6) of the Exchange Act.
Appears in 1 contract
Samples: Distribution Agreement (Excelsior Venture Partners Iii LLC)
Representations and Warranties of Selling Agent. Selling agent represents and warrants to Schwab and the Company that:
2.1 Selling Agent is duly and validly organized and operating in good standing under the laws of its state of organization, is qualified to do business in all states where offers or sales will take place, and is either (i) registered as a broker-dealer under applicable federal and state securities laws and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); or (ii) a "bank," as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and therefore exempt from registration as a broker-dealer under applicable federal and state securities laws and from the membership requirements of the NASD. NASD members agree to abide by the rules and regulations of the NASD, including, without limitation, the NASD Conduct Rules (including, to the extent applicable, NASD Conduct Rules 2420, 2730, 2740 and 2750). Selling Agent agrees to provide immediate written notice to Schwab if it ceases to be (a) registered and/or licensed as a broker and/or dealer under applicable federal and state laws or fails to be a member in good standing of the NASD; or (b) a "bank," as defined in Section 3(a)(6) of the Exchange Act.
Appears in 1 contract
Samples: Selling Agent Agreement (Excelsior Venture Partners Iii LLC)