Representations and Warranties of the Placement Agent. The Placement Agent hereby represents and warrants to, and covenants and agrees with, the Company, as of the date hereof, that:
(a) The Placement Agent is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with the limited liability company power and authority to conduct its business, to execute and deliver this Agreement, and to perform the obligations contemplated herein. The Placement Agent is an "accredited investor," as such term is defined in Regulation D promulgated under the Act.
(b) This Agreement has been duly and validly authorized, executed and delivered by the Placement Agent and constitutes the valid, binding and enforceable agreement of the Placement Agent, except to the extent that (i) such enforcement may be subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and (ii) the indemnification provisions of this Agreement may be held to violate public policy (under either federal or state law) in the context of the offer or sale of securities.
(c) The Placement Agent's execution and delivery of this Agreement, and the performance of its obligations hereunder, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, its articles of organization or operating agreement, any agreement or instrument to which it is a party or by which it is bound, or any judgment, decree, order or, to its knowledge, any statute, rule or regulation applicable to Placement Agent.
(d) As of the date of the Offering Memorandum, the information contained in the Offering Memorandum relating to the Placement Agent, if any, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) The Placement Agent is (i) a broker-dealer duly registered pursuant to the provisions of the Exchange Act; (ii) a member in good standing of the NASD; and (iii) duly registered as a broker-dealer under the applicable statutes and regulations of each state in which the Securities will be offered and sold, except such states in which the Placement Agent is exempt from re...
Representations and Warranties of the Placement Agent. The Placement Agent represents and warrants to, and agrees with, the Company and the Trust as follows:
Representations and Warranties of the Placement Agent. The Placement Agent represents and warrants as follows:
Representations and Warranties of the Placement Agent. You represent and warrant that:
(a) You are duly authorized to enter into and perform, and have duly executed and delivered, this Agreement.
(b) You have maintained and will maintain all licenses and registrations necessary under applicable U.S. law and regulations (including the rules of The Financial Industry Regulatory Authority) to provide the services required to be provided by you under this Agreement.
(c) You have not solicited and will not solicit any offers to buy or offers to sell Shares in any manner that would be inconsistent with applicable U.S. laws and regulations, or with the procedures for solicitations contemplated by the Memorandum or this Agreement, in any manner that would constitute a general solicitation or general advertising with respect to Shares, including, but not limited to, any seminar or meeting conducted whose attendees have been invited by any general solicitation or general advertising, or any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or other means of electronic communication, unless access to that communication is limited to those persons eligible to purchase Shares. You will otherwise comply with all applicable U.S. laws and regulations in carrying out your obligations under this Agreement.
(d) You will furnish to each subscriber of Shares solicited by you, or otherwise confirm the receipt by such subscriber of, a current copy of the Memorandum, including any current amendments or supplements to the Memorandum provided to you by the Fund pursuant to Section 8(b) of this Agreement, the subscription documentation (in the case of a new subscriber), the short-form additional subscription documentation (in the case of an existing shareholder), and any other such additional information as the Fund or the Investment Manager sees fit or as may be reasonably requested by the Fund or the Investment Manager or required by applicable law or regulation, prior to the subscriber’s admission as a shareholder of the Fund, or, in the case of an additional investment by an existing shareholder, prior to the acceptance of an additional subscription (to the extent such shareholder has not already received such documentation) from such existing shareholder.
Representations and Warranties of the Placement Agent. The Placement Agent represents and warrants to an agrees with the Company that:
3.01 The Placement Agent is a corporation duly organized, validly existing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement and to carry out Placement Agent's obligations hereunder.
Representations and Warranties of the Placement Agent. The Placement Agent represents and warrants that:
(a) It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of New York.
(b) It is empowered and duly authorized under applicable laws and by its organizational documents to enter into this Agreement and perform its obligations under this Agreement, and has duly executed and delivered this Agreement.
(c) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its obligations under this Agreement.
(d) It has and will continue to have access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement.
(e) This Agreement, when executed and delivered, will constitute a legal, valid and binding agreement of the Placement Agent.
(f) The performance by the Placement Agent of its obligations under this Agreement does not and will not contravene any provision of its organizational documents.
(g) The Placement Agent has and will maintain all licenses and registrations necessary under applicable law and regulations to provide the services required to be provided by the Placement Agent hereunder.
(h) The Placement Agent has not and will not solicit any offer to buy or offer to sell Interests in any manner which would be inconsistent with applicable laws and regulations, or with the procedures for solicitations contemplated by the Memorandum.
Representations and Warranties of the Placement Agent. The Placement Agent represents and warrants to and agrees with the Company that it has not distributed and will not, without the Company’s consent, distribute, prior to the time of purchase, any free writing prospectus as defined in Rule 433 under the Act other than the Issuer Free Writing Prospectuses listed on Exhibit A or otherwise approved by the Company.
Representations and Warranties of the Placement Agent. The Placement Agent represents and warrants to and covenants with the Company as follows:
(a) The Placement Agent is duly incorporated and validly existing and in good standing under the laws of its state of incorporation.
(b) The Placement Agent is, and at the time of the Closing will be, a member in good standing of FINRA.
(c) Sales of Units by the Placement Agent will only be made in such jurisdictions in which the Placement Agent or a Selling Group Member is a registered broker-dealer or where an applicable exemption from such registration exists.
(d) Offers and sales of Units by the Placement Agent will be made only in accordance with this Placement Agreement and in compliance with the provisions of Section 4(2) and Section 4(6) of the Act and Rule 506 of Regulation D promulgated thereunder (it being understood and agreed that the Placement Agent shall be entitled to rely upon the information and statements provided by the Investor in the Subscription Agreement), and the Placement Agent will furnish to each investor a copy of the Offering Documents prior to accepting any subscription for the Units.
Representations and Warranties of the Placement Agent. The Placement Agent hereby represents and warrants to, and covenants and agrees with, the Company that:
3.1 The Placement Agent, each Associate Agent and all of its agents and representatives have or will have all required licenses and registrations to perform their obligations under this Agreement, and such licenses and registrations will remain in effect during the term of this Agreement. The Placement Agent and each Associate Agent is a member in good standing of the National Association of Securities Dealers, Inc.
3.2 Any and all information furnished to the Company by the Placement Agent in writing expressly for use in the Confidential Offering Memorandum did not and will not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
3.3 The Placement Agent and each Associate Agent will take all actions to fulfill its duties under the Exchange Act and the rules and regulations thereunder, which duties relate to transmission and maintenance of subscription funds from prospective purchasers in the Offering.
3.4 The Placement Agent and each Associate Agent will deliver to the Company the original copies of all subscription documents of prospective purchasers received by the Placement Agent and each Associate Agent in the Offering, and the Placement Agent and each Associate Agent will promptly inform the Company of any facts which come to its attention which would cause a reasonable person to believe that such subscription documents contain any material misstatement or omission.
3.5 The Placement Agent and each Associate Agent will comply with all applicable laws in connection with the performance of its duties hereunder.
3.6 There is no presently pending or threatened action against the Placement Agent before any court or governmental agency or body which, in the reasonable judgment of the Placement Agent, might materially adversely affect the ability of the Placement Agent to perform its duties hereunder.
Representations and Warranties of the Placement Agent. The Placement Agent represents and warrants to the Company for the Company's benefit, that:
(a) The Placement Agent has not been the subject of any investigation by any Federal, State or local government agency during any time within five (5) years prior to the date Agreement, or as of the date hereof, and to its knowledge, no such investigation is currently threatened and
(b) The Placement Agent is in compliance with all laws, rules and regulations applicable to broker- dealers in the jurisdictions in which it conducts business and with all applicable requirements and rules of the National Association of Securities Dealers, Inc. ("NASD") and is a member in good standing with the NASD.
