Common use of REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT. The Lead Selling Agent hereby represents and warrants as follows: (a) The Lead Selling Agent is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has power and authority to enter into and carry out its obligations under this Agreement. (b) The Lead Selling Agent has all governmental and regulatory registrations, qualifications, approvals and licenses required to perform its obligations under this Agreement (including, but not limited to, registration as a broker-dealer with the SEC, membership in such capacity in the NASD, and registration or qualification under the laws of each state in which Lead Selling Agent will offer and sell Units); the performance by the Lead Selling Agent of its obligations under this Agreement will not violate or result in a breach of any provision of its certificate of incorporation or by-laws or any agreement, order, law, or regulation binding upon it. (c) This Agreement has been duly and validly authorized, executed, and delivered on behalf of the Lead Selling Agent and is a valid and binding agreement of the Lead Selling Agent enforceable against the Lead Selling Agent in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of rights of creditors except as enforceability of the indemnification provisions contained in this Agreement may be limited by applicable law and the enforcement of specific terms or remedies may be unavailable.

REPRESENTATIONS AND WARRANTIES OF THE LEAD SELLING AGENT. The Lead Selling Agent hereby represents and warrants as follows: (a) The Lead Selling Agent is a corporation duly organized, limited liability company formed under the laws of the State of Delaware and is validly existing, and in good standing under the laws of the State of Delaware Illinois and has power and authority to enter into and carry out its obligations under this Agreement. (b) The Lead Selling Agent has all governmental and regulatory registrations, qualifications, approvals and licenses required to perform its obligations under this Agreement (including, but not limited to, registration as a broker-dealer with the SEC, membership in such capacity in the NASDFINRA, and registration or qualification under the laws of each state in which the Lead Selling Agent will offer and sell Units); the performance by the Lead Selling Agent of its obligations under this Agreement will not violate or result in a breach of any provision of its certificate of incorporation or by-laws or any agreement, order, law, or regulation binding upon it. (c) This Agreement has been duly and validly authorized, executed, and delivered on behalf of the Lead Selling Agent and is a valid and binding agreement of the Lead Selling Agent enforceable against the Lead Selling Agent in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of rights of creditors except as enforceability of the indemnification provisions contained in this Agreement may be limited by applicable law and the enforcement of specific terms or remedies may be unavailable.