Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Fund and the Manager as follows:
(a) The Selling Agent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification, and has full power and authority to enter into and to perform its obligations under this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by the Selling Agent, and assuming due authorization, execution and delivery by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms.
(c) The performance by the Selling Agent of its obligations under this Agreement do not conflict with or breach any of the terms or provisions of any agreement to which the Selling Agent or any of its principals is a party or to which it or any of its principals is bound and does not violate any applicable law, rule or regulation.
(d) The Selling Agent has obtained all registrations, licenses or memberships as required by applicable law, rule or regulation, including, but not limited to, those of applicable securities or commodities exchanges, clearing houses and self-regulatory organizations or associations, or pursuant to securities or “blue sky” laws of any jurisdiction, as are necessary for the Selling Agent to enter into and carry out its obligations under this Agreement.
(e) The Selling Agent is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Selling Agent is not the subject of any enforcement or other administrative action by the Securities and Exchange Commission (the “SEC”) that would result in the suspension or revocation of its broker-dealer registration, and to the knowledge of the Selling Agent there are not any proposed or threatened actions by the SEC that would result in the suspension or revocation of its broker-dealer registration that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund. To the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by the SEC that would result in the imposition of any such restriction or limitation thereon.
(f) The Selling Agent is a member of the Financial Industry Regulatory Authority (“FINRA”). The Selling Agent is not the subject of any enforc...
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Company and the Advisor during the term of this Agreement that:
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Company as follows:
(a) The Selling Agent is duly incorporated and validly existing and in good standing under the laws of its State of incorporation.
(b) The Selling Agent is, and at the time of each Closing will be, a member in good standing of the NASD.
(c) Offers and sales of Securities by the Selling Agent will be made only in accordance with this Placement Agreement and in compliance with the provisions of Regulation D and the Selling Agent will furnish to each investor a copy of the Documents prior to accepting any subscription for the Securities.
Representations and Warranties of the Selling Agent. You hereby represent, warrant and agree with the Fund and the General Partner for their benefit that:
Representations and Warranties of the Selling Agent. (a) The Selling Agent represents and warrants to the Fund and the General Partner that:
(i) All references to and information concerning the Selling Agent contained in the Registration Statement, the Prospectus and the Statement of Additional Information are accurate in all material respects, and, as to the Selling Agent, the Registration Statement, the Prospectus and the Statement of Additional Information do not contain any misleading or untrue statement of a material fact or omit to state a material fact which is necessary to prevent the statements made therein, in light of the circumstances in which they were made, from being misleading;
(ii) The Selling Agent is a corporation duly organized and validly existing under the laws of the State of Iowa, is a member in good standing of the NASD and has full power and authority to act as selling agent in the manner contemplated by this Agreement and as described in the Registration Statement, the Prospectus and the Statement of Additional Information;
(iii) The Selling Agent is in good standing and in compliance with all applicable broker/dealer registration requirements in the places where the Units will be sold by it, and any use or distribution of the Registration Statement, the Prospectus and the Statement of Additional Information by the Selling Agent will comply with the terms and conditions for use and/or distribution set forth in the Prospectus and the Statement of Additional Information, with the procedures set forth in this Agreement, and with the 1933 Act, the 1934 Act, the CE Act, all applicable state securities and commodity laws, the rules and regulations promulgated under all such acts and all such laws, and all applicable rules and regulations of the NASD and other self-regulatory organizations;
(iv) The Selling Agent has obtained all required governmental and regulatory approvals and licenses to perform its obligations under this Agreement and to act as described in the Registration Statement, the Prospectus and the Statement of Additional Information, and the performance of its obligations under this Agreement and its acting as described in the Registration Statement, the Prospectus and the Statement of Additional Information will not violate or result in a breach of any provisions of its Articles of Incorporation or by-laws or any agreement, order, law or regulation binding upon it; and
(v) This Agreement and the Escrow Agreement have each been duly and validly authorized, executed and deli...
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Company as follows:
(a) The Selling Agent is duly incorporated and validly existing and in good standing under the laws of its State of incorporation.
(b) The Selling Agent is, and at the time of each Closing will be, a member in good standing of the FINRA.
(c) Offers and sales of Securities by the Selling Agent will be made only in accordance with this Placement Agreement and in compliance with the provisions of Regulation S and/or Regulation D (it being understood and agreed that the Selling Agent shall be entitled to rely upon the information and statements provided by the Prospective Investor in the Purchase Agreement), and the Selling Agent will furnish to each investor a copy of the Documents prior to accepting any subscription for the Securities.
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Company as follows:
(a) The Selling Agent is duly incorporated and validly existing and in good standing under the laws of its State of incorporation.
(b) The Selling Agent is, and at the time of each Closing will be, a member in good standing of the NASD.
(c) Offers and Sales of Securities by the Selling Agent will only be made in such jurisdictions in which the Selling Agent is a registered broker-dealer or where an applicable exemption from such registration exists.
(d) Offers and sales of Securities by the Selling Agent will be made only in accordance with this Placement Agreement and in compliance with the provisions of Rule 506 of Regulation D (it being understood and agreed that the Selling Agent shall be entitled to rely upon the information and statements provided by the Prospective Investor in the Purchase Agreement and/or Section 4(2) of the Securities Act of 1933), and the Selling Agent will furnish to each investor a copy of the Documents prior to accepting any subscription for the Securities.
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Company as follows: (a) he is a licensed registered representative registered with the SEC, FINRA, and all States in which he is required to register; and (b) there are no judgments, orders, decrees, or like actions, or any proceedings pending, before the SEC, NASD, any State, or any court or arbitration panel that prohibit or effect the Selling Agent from carrying out his obligations under this Agreement.
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Company as follows:
(a) The Selling Agent is duly incorporated and validly existing and in good standing under the laws of its state of incorporation.
(b) The Selling Agent is, and at the time of each Closing will be, a duly registered broker-dealer pursuant to the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the “1934 Act”) and any applicable state statute where sales of the Securities will be made, and a member in good standing of FINRA.
(c) Offers and sales of Securities by the Selling Agent will be made only in accordance with this Selling Agreement, the Selling Agent shall not engage in any form of general solicitation or general advertising that is prohibited by Regulation D in connection with the Offering, or take any action that might reasonably be expected to jeopardize the availability for the Offering of the exemption from registration provided by Rule 506 under Regulation D, and the Selling Agent will furnish to each investor a copy of the Offering Documents prior to accepting any subscription for the Securities.
Representations and Warranties of the Selling Agent. You represent and warrant to and agree with the Company as follows:
(a) You are a member in good standing of the NASD and will maintain such registration and qualification throughout the term of this Agreement and have full power and authority to act as a Selling Agent hereunder.
(b) You will comply with all federal laws pertaining to the sale of the Common Stock, and the Constitution, By-Laws and Rules of the NASD.
(c) You will not knowingly offer any shares of the Common Stock in any jurisdiction where you are not licensed to conduct business as a broker/dealer.
(d) You have made no sale of the Common Stock prior to the effective date of the Prospectus and will not make any sales unless preceded or accompanied by a Prospectus.
(e) You agree that all subscriptions for the shares of Common Stock will be promptly transmitted by noon the next business day to an Escrow Account established by the Company entitled "Renaissance - Escrow Account" maintained with the Mesquite State Bank, Mesquite, Nevada.
(f) Your actions as Selling Agent hereunder shall be performed pursuant to this Agreement and the Prospectus.
(g) That you will not confirm sales of the Common Stock to any account over which you exercise discretionary authority without the written consent of the account owner.
