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

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.