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 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 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(24(a)(2) and Section 4(64(a)(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 represents and warrants to and covenants with the Company as follows: (a) The Placement Agent is duly incorporated organized and validly existing and in good standing under the laws of its state of incorporation.in (b) The Placement Agent is, and at the time of the each Closing will be, a member in good standing of FINRAthe NASD. (c) Sales of the Bridge Units and Units in the Bridge Offering and offering respectively 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 the Bridge Units and Units in the Bridge Offering and Offering 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 Prospective Investor in the Subscription AgreementAgreement and Investor Questionnaires), and the Placement Agent will furnish to each investor Prospective Investor a copy of the Offering Documents Bridge Disclosure Statement and/or the Disclosure Statement, as the case may be, prior to accepting any subscription for the Bridge Units and Units.

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(64(a)(2) 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 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 each Closing will be, a member in good standing of FINRAthe NASD. (c) Sales of Units Shares 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 Shares 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 Prospective Investor in the Subscription AgreementDocuments), and the Placement Agent will furnish to each investor a copy of the Offering Documents prior to accepting any subscription for the UnitsShares.