Common use of Representations and Warranties of the Placement Agent Clause in Contracts

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. 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 Authoritythe National Association of Securities Dealers, Inc.) 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 Interests 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 SharesInterests, 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 SharesInterests. 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 Interests 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 LLC 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 member of the Fund, or, in the case of an additional investment by an existing shareholdermember, prior to the acceptance of an additional subscription (to the extent such shareholder member has not already received such documentation) from such existing shareholdermember.

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 Authoritythe National Association of Securities Dealers, Inc.) 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 Interests in any manner that would be inconsistent with applicable U.S. laws and regulations, or with the procedures for solicitations contemplated by the Memorandum Prospectus or this Agreement, in any manner that would constitute a general solicitation or general advertising with respect to SharesInterests, 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 AgreementInterests. (d) You will furnish to each subscriber of Shares solicited an Interest, identified either by youyou or the Fund, or otherwise confirm the receipt by such subscriber of, a current copy of the MemorandumProspectus, including any current amendments or supplements to the Memorandum Prospectus 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 JPMIM sees fit or as may be reasonably requested by the Fund or the Investment Manager JPMIM or required by applicable law or regulation, prior to the subscriber’s '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 shareholdermember.

Representations and Warranties of the Placement Agent. You represent UST represents and warrant warrants that: (a) You are UST is duly authorized to enter into and perform, and have has duly executed and delivered, this Agreement. (b) You have maintained UST has and will maintain all licenses and registrations necessary under applicable U.S. law and regulations (including the rules of The Financial Industry Regulatory Authoritythe NASD) to provide the services required to be provided by you under this AgreementUST hereunder. (c) You have UST has not solicited and will not solicit any offers offer to buy or offers offer to sell Shares Interests in any manner that which would be inconsistent with applicable U.S. laws and regulations (including, but not limited to, applicable anti-money laundering laws and regulations), or with the procedures for solicitations contemplated by the Memorandum Confidential Memorandum, and this Agreement or this Agreement, in by any manner that would constitute a form of general solicitation or general advertising with respect to Sharesadvertising, 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 medium or broadcast over television, television or 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 Agreementconduct any seminar or meeting whose attendees have been invited by any general solicitation or advertising. (d) You UST will furnish to each subscriber of Shares solicited Interests, identified either by you, UST or otherwise confirm the receipt by such subscriber ofCompany, a current copy of the MemorandumOffering Documents prior to such person's admission as a Member. (e) UST will maintain the confidentiality of investor information in a manner consistent with the privacy policy adopted by the Company pursuant to Title V of the Gramm-Leach-Bliley Act, including any current amendments as amended. (f) UST agrees that xxxx Xxx-Xxxxxx Agreement between UST and a Sub-Agent will contain provisions requiring that the Sub-Agent: (1) keep records (and make them available to UST) of the Offering Documents distributed to all persons; (2) have reasonable procedures regarding the control and distribution of the Offering Documents; (3) not create or supplements use offering materials for distribution to or use by prospective purchasers of Interests, other than the Offering Documents furnished by the Company and such other materials as UST has supplied or authorized for use; and (4) adopt and adhere to reasonable procedures designed to ensure that the offering of Interests is made only in accordance with the provisions of Section 3 relating to the Memorandum provided to you by the Fund pursuant to Section 8(boffering of Interests and clauses (a) through (d) 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, orSection 8, in the case of an additional investment by an existing shareholder, prior to the acceptance of an additional subscription (to Sub-Agent as if the extent such shareholder has not already received such documentation) from such existing shareholderSub-Agent were the placement agent.

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 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 Interests 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 SharesInterests, 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 SharesInterests. 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 Interests 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 LLC 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 member of the Fund, or, in the case of an additional investment by an existing shareholdermember, prior to the acceptance of an additional subscription (to the extent such shareholder member has not already received such documentation) from such existing shareholdermember.

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 Authoritythe National Association of Securities Dealers, Inc. (“NASD”) 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 any of the Shares in any manner that would be inconsistent with applicable U.S. laws and regulations, or with the procedures for solicitations contemplated by the Offering Memorandum or this Agreement, in any manner that would constitute a general solicitation or general advertising with respect to the 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 subscriber, identified either by youyou or the Trust, or otherwise confirm the receipt by such subscriber of, a current copy of the Offering Memorandum, including any current amendments or supplements to the Offering Memorandum provided to you by the Fund Trust 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 Trust or the Investment Manager JPMIM sees fit or as may be reasonably requested by the Fund Trust or the Investment Manager JPMIM or required by applicable law or regulation, prior to the subscriber’s admission as a shareholder of the a 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. 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 AuthorityNational Association of Securities Dealers, Inc.) 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 Interests 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 SharesInterests, 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 SharesInterests. 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 an Interest 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 shareholdermember), 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 member of the Fund, or, in the case of an additional investment by an existing shareholdermember, prior to the acceptance of an additional subscription (to the extent such shareholder member has not already received such documentation) from such existing shareholdermember.

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 Authoritythe National Association of Securities Dealers, Inc.) 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 Interests 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 SharesInterests, 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 SharesInterests. 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 an Interest 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 LLC Agreement, the subscription documentation (in the case of a new subscriber), the short-form additional subscription documentation (in the case of an existing shareholdermember), 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 's admission as a shareholder member of the Fund, or, in the case of an additional investment by an existing shareholdermember, prior to the acceptance of an additional subscription (to the extent such shareholder member has not already received such documentation) from such existing shareholdermember.