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 enforcement or other administrative action by FINRA that would result in the suspension or revocation of its membership with FINRA, and to the knowledge of the Selling Agent there are not any proposed or threatened actions by FINRA to suspend or revoke its membership with FINRA. The Selling Agent is not operating under any restriction or limitation imposed upon its membership by FINRA that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by FINRA that would result in the imposition of any such restriction or limitation thereon. (g) Each of the individuals who will procure subscriptions of Units on behalf of the Selling Agent pursuant to this Agreement is: (i) a registered or licensed agent, salesman or salesperson, as the case may be, in the states in which such individual will be offering Units, if such registration or licensing is required by such states; (ii) a registered principal or registered representative of the Selling Agent, as appropriate, with FINRA; and (iii) registered with the CFTC and a member of the NFA, or exempt from such registration and membership. (h) There is not pending or, to the knowledge of the Selling Agent, threatened, any action, suit or proceeding before or by any court or other governmental body to which the Selling Agent or any of its principals is a party, or to which any of its assets is subject, which might result in any material adverse change in the condition, financial or otherwise, business or prospects of the Selling Agent or any of its principals. Neither the Selling Agent nor any of its principals has received any notice of an investigation regarding non-compliance by the Selling Agent or any of its principals with applicable laws or regulations. (i) The Selling Agent is not the subject of any enforcement or other administrative action by the securities administrator or securities commission of any state wherein the Selling Agent is registered or required to be registered as a broker-dealer that would result in the suspension or revocation of its broker-dealer registration under the “blue sky” laws of any such state. To the knowledge of the Selling Agent there are not any proposed actions by any such securities administrator or securities commission that would result in the suspension or revocation of its broker-dealer registration. The Selling Agent is not operating under any restriction or limitation imposed upon its broker-dealer registration under the “blue sky” laws by any state securities administrator or securities commission of any state wherein the Selling Agent is so registered that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund in any such state and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by any such state securities administrator or securities commission that would result in the imposition of any such restriction or limitation upon its broker-dealer registration under the “blue sky” laws thereof.
Appears in 1 contract
Samples: Selling Agent Agreement (Aspen Diversified Fund LLC)
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Fund and the Manager K-Fed Parties 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) a. The Selling Agent is registered as a broker-dealer under with 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 Commission 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”). NASD.
b. The Selling Agent is not validly existing and in good standing as a corporation under the subject laws of any enforcement or other administrative action by FINRA that would result in the suspension or revocation State of its membership New York with FINRA, the corporate power and authority to provide the services to be furnished to the knowledge K-Fed Parties hereunder.
c. The execution and delivery of this Agreement and the consummation of the Selling Agent there are not any proposed or threatened actions transactions herein contemplated have been duly and validly authorized by FINRA to suspend or revoke its membership with FINRA. The Selling Agent is not operating under any restriction or limitation imposed upon its membership by FINRA that would adversely affect all necessary corporate action on the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by FINRA that would result in the imposition of any such restriction or limitation thereon.
(g) Each of the individuals who will procure subscriptions of Units on behalf of the Selling Agent pursuant to this Agreement is:
(i) a registered or licensed agent, salesman or salesperson, as the case may be, in the states in which such individual will be offering Units, if such registration or licensing is required by such states;
(ii) a registered principal or registered representative part of the Selling Agent, as appropriateand this Agreement is a legal, with FINRA; and
(iii) registered with the CFTC valid and a member of the NFA, or exempt from such registration and membership.
(h) There is not pending or, to the knowledge binding obligation of the Selling Agent, threatenedenforceable in accordance with its terms, any actionexcept to the extent that rights to indemnity hereunder may be limited under applicable law and subject to bankruptcy, suit or proceeding before or by any court insolvency, reorganization or other governmental body laws related to which or affecting the enforcement of creditors’ rights generally and equitable principles limiting the right to obtain specific enforcement or similar equitable relief.
d. The Selling Agent and, to the Selling Agent’s knowledge, its employees, agents and representatives who shall perform any of the services required hereunder to be performed by the Selling Agent or any of its principals shall be duly authorized and shall have all licenses, approvals and permits necessary to perform such services, and Selling Agent is a party, or registered selling agent in each of the jurisdictions in which the Shares are to which any of its assets is subject, which might result be offered by the Company in any material adverse change reliance upon the Selling Agent as a registered selling agent as set forth in the conditionblue sky memorandum prepared with respect to the Offering.
e. The execution and delivery of this Agreement by the Selling Agent, financial the fulfillment of the terms set forth herein and the consummation of the transactions herein contemplated shall not violate or otherwise, business conflict with the corporate charter or prospects bylaws of the Selling Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any of its principals. Neither material agreement, indenture or other instrument by which the Selling Agent nor is bound or under any of its principals has governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order applicable to it.
f. Any funds received any notice of an investigation regarding non-compliance by the Selling Agent or any of its principals with applicable laws or regulations.
(i) The Selling Agent is not the subject of any enforcement or other administrative action by the securities administrator or securities commission of any state wherein the Selling Agent is registered or required to be registered as a broker-dealer that would result purchase Shares in the suspension or revocation of its brokerSyndicated Community Offering will be handled in accordance with Rule 15c2-dealer registration 4 under the “blue sky” laws of any such state. To the knowledge of the Selling Agent there are not any proposed actions by any such securities administrator or securities commission that would result in the suspension or revocation of its broker-dealer registration. The Selling Agent is not operating under any restriction or limitation imposed upon its broker-dealer registration under the “blue sky” laws by any state securities administrator or securities commission of any state wherein the Selling Agent is so registered that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund in any such state and 1934 Act, to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by any such state securities administrator or securities commission that would result in the imposition of any such restriction or limitation upon its broker-dealer registration under the “blue sky” laws thereofextent applicable.
Appears in 1 contract
Samples: Agency Agreement (Kaiser Federal Financial Group, Inc.)
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Fund and the Manager as followsTrust that:
(a) The Selling Agent It is a duly organized, organized and validly existing and in good standing corporation under the laws of the jurisdiction state 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 incorporation with 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.
(eb) The Selling Agent has all governmental and regulatory registrations, approvals and licenses required to (i) perform its obligations under this Agreement, (ii) act as described in the Memorandum, and (iii) receive compensation as described in the Memorandum. The Selling Agent’s performance of its acting and receiving compensation as described in the Memorandum will not violate or result in a breach of any provision of any agreement, order, law or regulations binding upon the Selling Agent.
(c) The Selling Agent is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended 1934 (the “1934 Exchange 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 which could result in the suspension or revocation of its the broker-dealer registration, and to the knowledge registration of the Selling Agent there are under the Exchange Act, and the Selling Agent is not aware of any proposed or threatened actions action by the SEC that would which could result in the suspension or revocation of its the broker-dealer registration that would of the Selling Agent by the SEC which could 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 Trust and the Selling Agent there are is not aware of any pending, pending or proposed or threatened actions action by the SEC that would which could result in the imposition of any such restriction or limitation thereon.
(fd) The Selling Agent is a member of the Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (the “FINRANASD”). The Selling Agent is not the subject of any enforcement or other administrative action by FINRA that would the NASD which could result in the suspension or revocation of its the membership with FINRA, and to the knowledge of the Selling Agent there are with the NASD, and the Selling Agent is not aware of any proposed or threatened actions action by FINRA the NASD to suspend or revoke its the membership of the Selling Agent with FINRAthe NASD. The Selling Agent is not operating under any restriction or limitation imposed upon its membership by FINRA that would the NASD which could adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund Trust and to the knowledge of the Selling Agent there are is not aware of any pending, pending or proposed or threatened actions action by FINRA that would the NASD which could result in the imposition of any such restriction or limitation thereon.
(g) Each of the individuals who will procure subscriptions of Units on behalf of the Selling Agent pursuant to this Agreement is:
(i) a registered or licensed agent, salesman or salesperson, as the case may be, in the states in which such individual will be offering Units, if such registration or licensing is required by such states;
(ii) a registered principal or registered representative of the Selling Agent, as appropriate, with FINRA; and
(iii) registered with the CFTC and a member of the NFA, or exempt from such registration and membership.
(h) There is not pending or, to the knowledge of the Selling Agent, threatened, any action, suit or proceeding before or by any court or other governmental body to which the Selling Agent or any of its principals is a party, or to which any of its assets is subject, which might result in any material adverse change in the condition, financial or otherwise, business or prospects of the Selling Agent or any of its principals. Neither the Selling Agent nor any of its principals has received any notice of an investigation regarding non-compliance by the Selling Agent or any of its principals with applicable laws or regulations.
(i) The Selling Agent is not the subject of any enforcement or other administrative action by the securities administrator or securities commission of any state wherein the Selling Agent is registered or required to be registered as a broker-dealer that would result in the suspension or revocation of its broker-dealer registration under the “blue sky” laws of any such state. To the knowledge of the Selling Agent there are not any proposed actions by any such securities administrator or securities commission that would result in the suspension or revocation of its broker-dealer registration. The Selling Agent is not operating under any restriction or limitation imposed upon its broker-dealer registration under the “blue sky” laws by any state securities administrator or securities commission of any state wherein the Selling Agent is so registered that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund in any such state and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by any such state securities administrator or securities commission that would result in the imposition of any such restriction or limitation upon its broker-dealer registration under the “blue sky” laws thereof.
Appears in 1 contract
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Fund and the Manager Meridian Parties 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) a. The Selling Agent is registered as a broker-dealer under with 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 Commission 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”). NASD.
b. The Selling Agent is not validly existing and in good standing as a corporation under the subject laws of any enforcement or other administrative action by FINRA that would result in the suspension or revocation State of its membership New York with FINRA, the corporate power and authority to provide the services to be furnished to the knowledge Meridian Parties hereunder.
c. The execution and delivery of this Agreement and the consummation of the Selling Agent there are not any proposed or threatened actions transactions herein contemplated have been duly and validly authorized by FINRA to suspend or revoke its membership with FINRA. The Selling Agent is not operating under any restriction or limitation imposed upon its membership by FINRA that would adversely affect all necessary corporate action on the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by FINRA that would result in the imposition of any such restriction or limitation thereon.
(g) Each of the individuals who will procure subscriptions of Units on behalf of the Selling Agent pursuant to this Agreement is:
(i) a registered or licensed agent, salesman or salesperson, as the case may be, in the states in which such individual will be offering Units, if such registration or licensing is required by such states;
(ii) a registered principal or registered representative part of the Selling Agent, and this Agreement is a legal, valid and binding obligation of the Selling Agent, enforceable in accordance with its terms, except to the extent that rights to indemnity hereunder may be limited under applicable law and subject to bankruptcy, insolvency, reorganization or other laws related to or affecting the enforcement of creditors’ rights generally and equitable principles limiting the right to obtain specific enforcement or similar equitable relief.
d. The Selling Agent and, to the Selling Agent’s knowledge, its employees, agents and representatives who shall perform any of the services required hereunder to be performed by the Selling Agent shall be duly authorized and shall have all licenses, approvals and permits necessary to perform such services, and Selling Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Selling Agent as appropriatea registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.
e. The execution and delivery of this Agreement by the Selling Agent, the fulfillment of the terms set forth herein and the consummation of the transactions herein contemplated shall not violate or conflict with the corporate charter or bylaws of the Selling Agent or violate, conflict with or constitute a breach of, or default (or an event which, with FINRA; andnotice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which the Selling Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order applicable to it.
(iii) registered f. Any funds received by the Selling Agent to purchase Shares in the Syndicated Community Offering will be handled in accordance with Rule 15c2-4 under the 1934 Act, to the extent applicable.
g. No approval of any regulatory or supervisory or other public authority is required in connection with the CFTC Selling Agent’s execution and a member delivery of the NFAthis Agreement, or exempt from such registration and membershipexcept as may have been received.
(h) h. There is not pending no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Selling Agent, pending or threatened, any action, suit or proceeding before or by any court or other governmental body to which the Selling Agent or any of its principals is a party, or to which any of its assets is subject, which might result in any material adverse change in the condition, financial or otherwise, business or prospects of the Selling Agent or any of its principals. Neither the Selling Agent nor any of its principals has received any notice of an investigation regarding non-compliance by the Selling Agent or any of its principals with applicable laws or regulations.
(i) The Selling Agent is not the subject of any enforcement or other administrative action by the securities administrator or securities commission of any state wherein the Selling Agent is registered or required to be registered as a broker-dealer that would result in the suspension or revocation of its broker-dealer registration under the “blue sky” laws of any such state. To the knowledge of the Selling Agent there are not any proposed actions by any such securities administrator or securities commission that would result in the suspension or revocation of its broker-dealer registration. The Selling Agent is not operating under any restriction or limitation imposed upon its broker-dealer registration under the “blue sky” laws by any state securities administrator or securities commission of any state wherein the Selling Agent is so registered that would materially adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund in any such state and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by any such state securities administrator or securities commission that would result in the imposition of any such restriction or limitation upon its broker-dealer registration Agent’s performance under the “blue sky” laws thereofthis Agreement.
Appears in 1 contract
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Fund and the Manager Home Federal Parties 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) a. The Selling Agent is registered as a broker-dealer under with the Securities Exchange Act Commission and is a member of 1934, as amended (the “1934 Act”). FINRA.
b. The Selling Agent is not validly existing and in good standing as a corporation under the subject laws of any enforcement or other administrative action by the Securities State of New York with the corporate power and Exchange Commission (authority to provide the “SEC”) that would result in the suspension or revocation of its broker-dealer registration, and services to be furnished to the knowledge Home Federal Parties hereunder.
c. The execution and delivery of this Agreement and the consummation of the Selling Agent there are not any proposed or threatened actions transactions herein contemplated have been duly and validly authorized by all necessary corporate action on 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 enforcement or other administrative action by FINRA that would result in the suspension or revocation of its membership with FINRA, and to the knowledge of the Selling Agent there are not any proposed or threatened actions by FINRA to suspend or revoke its membership with FINRA. The Selling Agent is not operating under any restriction or limitation imposed upon its membership by FINRA that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by FINRA that would result in the imposition of any such restriction or limitation thereon.
(g) Each of the individuals who will procure subscriptions of Units on behalf of the Selling Agent pursuant to this Agreement is:
(i) a registered or licensed agent, salesman or salesperson, as the case may be, in the states in which such individual will be offering Units, if such registration or licensing is required by such states;
(ii) a registered principal or registered representative part of the Selling Agent, as appropriateand this Agreement is a legal, with FINRA; and
(iii) registered with the CFTC valid and a member of the NFA, or exempt from such registration and membership.
(h) There is not pending or, to the knowledge binding obligation of the Selling Agent, threatenedenforceable in accordance with its terms, any actionexcept to the extent that rights to indemnity hereunder may be limited under applicable law and subject to bankruptcy, suit or proceeding before or by any court insolvency, reorganization or other governmental body laws related to which or affecting the enforcement of creditors’ rights generally and equitable principles limiting the right to obtain specific enforcement or similar equitable relief.
d. The Selling Agent and, to the Selling Agent’s knowledge, its employees, agents and representatives who shall perform any of the services required hereunder to be performed by the Selling Agent or any of its principals shall be duly authorized and shall have all licenses, approvals and permits necessary to perform such services, and Selling Agent is a party, or registered selling agent in each of the jurisdictions in which the Shares are to which any of its assets is subject, which might result be offered by the Company in any material adverse change reliance upon the Selling Agent as a registered selling agent as set forth in the conditionblue sky memorandum prepared with respect to the Offering.
e. The execution and delivery of this Agreement by the Selling Agent, financial the fulfillment of the terms set forth herein and the consummation of the transactions herein contemplated shall not violate or otherwise, business conflict with the corporate charter or prospects bylaws of the Selling Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any of its principals. Neither material agreement, indenture or other instrument by which the Selling Agent nor is bound or under any of its principals has governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order applicable to it.
f. Any funds received any notice of an investigation regarding non-compliance by the Selling Agent or any of its principals with applicable laws or regulations.
(i) The Selling Agent is not the subject of any enforcement or other administrative action by the securities administrator or securities commission of any state wherein the Selling Agent is registered or required to be registered as a broker-dealer that would result purchase Shares in the suspension or revocation of its brokerSyndicated Community Offering will be handled in accordance with Rule 15c2-dealer registration 4 under the “blue sky” laws of any such state. To the knowledge of the Selling Agent there are not any proposed actions by any such securities administrator or securities commission that would result in the suspension or revocation of its broker-dealer registration. The Selling Agent is not operating under any restriction or limitation imposed upon its broker-dealer registration under the “blue sky” laws by any state securities administrator or securities commission of any state wherein the Selling Agent is so registered that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund in any such state and 1934 Act, to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by any such state securities administrator or securities commission that would result in the imposition of any such restriction or limitation upon its broker-dealer registration under the “blue sky” laws thereofextent applicable.
Appears in 1 contract
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Fund Partnership and the Manager as followsGeneral Partner that:
(a) The Selling Agent is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction state of its organization incorporation and is in good standing and is qualified to do business in each other 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 in good standing of the Financial Industry Regulatory Authority (“FINRA”). ") and has full power and authority to act in the manner contemplated by this Agreement and as described in the Memorandum.
(b) The Selling Agent is not in good standing and in compliance with all applicable broker-dealer registration requirements in all jurisdictions where the subject of any enforcement Units shall be offered or other administrative action sold by FINRA that would result the Selling Agent.
(c) The Selling Agent and its representatives have obtained all required governmental and regulatory approvals and licenses to perform their obligations under this Agreement and to act as described in the suspension or revocation Memorandum.
(d) The performance of its membership with FINRA, and to the knowledge obligations of the Selling Agent there are under this Agreement and its acting as described in the Memorandum will not any proposed violate or threatened actions by FINRA to suspend or revoke its membership with FINRA. The Selling Agent is not operating under any restriction or limitation imposed upon its membership by FINRA that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by FINRA that would result in the imposition a breach of any such restriction provisions of its Articles of Incorporation or limitation thereonbylaws or any agreement, order, law or regulation binding upon it.
(ge) Each of the individuals who will procure subscriptions of Units This Agreement has been duly authorized, validly executed and delivered on behalf of the Selling Agent pursuant and is the valid and binding agreement of the Selling Agent enforceable in accordance with its terms except as rights to this Agreement is:indemnity and contribution hereunder may be limited by Federal or state securities laws, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.
(if) The Selling Agent will not, directly or indirectly, pay or award any finder’s fees, commissions or other compensation to any person engaged by a registered potential investor for investment advice as an inducement to such adviser to advise or licensed agentrecommend the purchase of Units; provided, salesman or salespersonhowever, as the case may be, in the states in which such individual will be offering Units, if such registration or licensing is required by such states;
(ii) normal sales commissions payable to a registered principal or properly registered representative of the Selling AgentAgent for selling Units shall not be prohibited hereby.
(g) Neither Selling Agent nor any “person associated with” Selling Agent (an “Associated Person”) within the meaning of the U.S. General Partners Act of 1940, as appropriateamended (the “Advisers Act”), with FINRA; and
who may act on Selling Agent’s behalf hereunder is or has been the subject of or subject to any event or condition that would make Selling Agent or such Associated Person ineligible under paragraph (a)(1)(ii) of Rule 206(4)-3 under the Advisers Act to receive cash solicitation fees (a “Disqualifying Event”), except to the extent Selling Agent has received no-action or exemptive relief from the Securities and Exchange Commission permitting it to receive a cash fee for the solicitation of advisory clients notwithstanding such event or condition. Immediately upon the occurrence of any Disqualifying Event as to Selling Agent or any Associated Person described above, Selling Agent shall (i) cease all solicitation activities under this Agreement and (ii) notify the General Partner of the details involved in such Disqualifying Event. From the time of such Disqualifying Event forward, the General Partner shall cease to be obligated to continue any payments called for under this Agreement unless (i) the General Partner shall have been provided, at Selling Agent’s expense, a written opinion of counsel to the effect that continuing such payments would not result in any violation of applicable law, (ii) counsel rendering such opinion is acceptable to the General Partner in the General Partner’s reasonable discretion, and (iii) registered with such opinion is acceptable in form and substance to the CFTC and a member of General Partner in the NFA, or exempt from such registration and membershipGeneral Partner’s reasonable discretion.
(h) There is not pending or, to the knowledge of the Selling Agent, threatened, any action, suit or proceeding before or by any court or other governmental body to which the Selling Agent or any of its principals is a party, or to which any of its assets is subject, which might result in any material adverse change shall disclose in the condition, financial or otherwise, business or prospects of Subscription Agreement for the Partnership its role as Selling Agent or any of its principals. Neither the Selling Agent nor any of its principals has received any notice of an investigation regarding non-pursuant to this Agreement, in compliance by the Selling Agent or any of its principals with applicable laws or regulationssecurities laws.
(i) The Selling Agent is not the subject of any enforcement or other administrative action by the securities administrator or securities commission of any state wherein the Selling Agent is registered or required to be registered as a broker-dealer that would result in the suspension or revocation of its broker-dealer registration under the “blue sky” laws of any such state. To the knowledge foregoing and following representations, warranties, agreements and covenants of the Selling Agent there are not shall be continuing during the term of this Agreement, and if at any proposed actions by time any such securities administrator event shall occur which could make any of the foregoing incomplete or securities commission that would result in the suspension or revocation of its broker-dealer registration. The Selling Agent is not operating under any restriction or limitation imposed upon its broker-dealer registration under the “blue sky” laws by any state securities administrator or securities commission of any state wherein inaccurate, the Selling Agent is so registered that would adversely affect shall promptly notify the ability Partnership and the General Partner of the Selling Agent to act as a selling agent occurrence of the Units on behalf of the Fund in any such state and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by any such state securities administrator or securities commission that would result in the imposition of any such restriction or limitation upon its broker-dealer registration under the “blue sky” laws thereofevent.
Appears in 1 contract
Samples: Selling Agreement (Sage Fund Lp)
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Fund Partnership and the Manager as followsGeneral Partner that:
(a) The Selling Agent is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction state of its organization incorporation and is in good standing and is qualified to do business in each other jurisdiction in which the nature or conduct of its business requires such qualification, is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") and has full power and authority to enter into act in the manner contemplated by this Agreement and to perform its obligations under this Agreementas described in the Memorandum.
(b) The Selling Agent is in good standing and in compliance with all applicable broker-dealer registration requirements in all jurisdictions where the Units shall be offered or sold by the Selling Agent.
(c) The Selling Agent and its representatives have obtained all required governmental and regulatory approvals and licenses to perform their obligations under this Agreement and to act as described in the Memorandum.
(d) The performance of the obligations of the Selling Agent under this Agreement and its acting as described in the Memorandum will not violate or result in a breach of any provisions of its Articles of Incorporation or bylaws or any agreement, order, law or regulation binding upon it.
(e) This Agreement has been duly authorized, validly executed and delivered by on behalf of the Selling Agent, Agent and assuming due authorization, execution and delivery by is the other parties hereto, is a valid and binding agreement of the Selling Agent enforceable in accordance with its terms.
(c) The terms except as rights to indemnity and contribution hereunder may be limited by Federal or state securities laws, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and except that the remedy of specific performance by the Selling Agent and injunctive and other forms of its obligations under this Agreement do not conflict with or breach any of the terms or provisions of any agreement equitable relief may be subject 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, equitable defenses and to the knowledge discretion of the Selling Agent there are not court before which 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 thereonproceeding therefore may be brought.
(f) The Selling Agent is a member of the Financial Industry Regulatory Authority (“FINRA”). The Selling Agent is not the subject of will not, directly or indirectly, pay or award any enforcement finder's fees, commissions or other administrative action compensation to any person engaged by FINRA that would result in a potential investor for investment advice as an inducement to such adviser to advise or recommend the suspension or revocation purchase of its membership with FINRAUnits; provided, and however, the normal sales commissions payable to the knowledge a properly registered representative of the Selling Agent there are for selling Units shall not any proposed or threatened actions by FINRA to suspend or revoke its membership with FINRA. The Selling Agent is not operating under any restriction or limitation imposed upon its membership by FINRA that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by FINRA that would result in the imposition of any such restriction or limitation thereonbe prohibited hereby.
(g) Each of the individuals who will procure subscriptions of Units on behalf The foregoing and following representations, warranties, agreements and covenants of the Selling Agent pursuant to shall be continuing during the term of this Agreement is:
(i) a registered or licensed agentAgreement, salesman or salesperson, as the case may be, in the states in and if at any time any event shall occur which such individual will be offering Units, if such registration or licensing is required by such states;
(ii) a registered principal or registered representative could make any of the Selling Agentforegoing incomplete or inaccurate, as appropriate, with FINRA; and
(iii) registered with the CFTC and a member of the NFA, or exempt from such registration and membership.
(h) There is not pending or, to the knowledge of the Selling Agent, threatened, any action, suit or proceeding before or by any court or other governmental body to which the Selling Agent or any of its principals is a party, or to which any of its assets is subject, which might result in any material adverse change in shall promptly notify the condition, financial or otherwise, business or prospects Partnership and the General Partner of the Selling Agent or any occurrence of its principals. Neither the Selling Agent nor any of its principals has received any notice of an investigation regarding non-compliance by the Selling Agent or any of its principals with applicable laws or regulationssuch event.
(i) The Selling Agent is not the subject of any enforcement or other administrative action by the securities administrator or securities commission of any state wherein the Selling Agent is registered or required to be registered as a broker-dealer that would result in the suspension or revocation of its broker-dealer registration under the “blue sky” laws of any such state. To the knowledge of the Selling Agent there are not any proposed actions by any such securities administrator or securities commission that would result in the suspension or revocation of its broker-dealer registration. The Selling Agent is not operating under any restriction or limitation imposed upon its broker-dealer registration under the “blue sky” laws by any state securities administrator or securities commission of any state wherein the Selling Agent is so registered that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund in any such state and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by any such state securities administrator or securities commission that would result in the imposition of any such restriction or limitation upon its broker-dealer registration under the “blue sky” laws thereof.
Appears in 1 contract
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Fund and the Manager Renton Parties 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) a. The Selling Agent is registered as a broker-dealer under with 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 Commission 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”). NASD.
b. The Selling Agent is not validly existing and in good standing as a corporation under the subject laws of any enforcement or other administrative action by FINRA that would result in the suspension or revocation State of its membership New York with FINRA, the corporate power and authority to provide the services to be furnished to the knowledge Renton Parties hereunder.
c. The execution and delivery of this Agreement and the consummation of the Selling Agent there are not any proposed or threatened actions transactions herein contemplated have been duly and validly authorized by FINRA to suspend or revoke its membership with FINRA. The Selling Agent is not operating under any restriction or limitation imposed upon its membership by FINRA that would adversely affect all necessary corporate action on the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by FINRA that would result in the imposition of any such restriction or limitation thereon.
(g) Each of the individuals who will procure subscriptions of Units on behalf of the Selling Agent pursuant to this Agreement is:
(i) a registered or licensed agent, salesman or salesperson, as the case may be, in the states in which such individual will be offering Units, if such registration or licensing is required by such states;
(ii) a registered principal or registered representative part of the Selling Agent, as appropriateand this Agreement is a legal, with FINRA; and
(iii) registered with the CFTC valid and a member of the NFA, or exempt from such registration and membership.
(h) There is not pending or, to the knowledge binding obligation of the Selling Agent, threatenedenforceable in accordance with its terms, any actionexcept to the extent that rights to indemnity hereunder may be limited under applicable law and subject to bankruptcy, suit or proceeding before or by any court insolvency, reorganization or other governmental body laws related to which or affecting the enforcement of creditors’ rights generally and equitable principles limiting the right to obtain specific enforcement or similar equitable relief.
d. The Selling Agent and, to the Selling Agent’s knowledge, its employees, agents and representatives who shall perform any of the services required hereunder to be performed by the Selling Agent or any of its principals shall be duly authorized and shall have all licenses, approvals and permits necessary to perform such services, and Selling Agent is a party, or registered selling agent in each of the jurisdictions in which the Shares are to which any of its assets is subject, which might result be offered by the Company in any material adverse change reliance upon the Selling Agent as a registered selling agent as set forth in the conditionblue sky memorandum prepared with respect to the Offering.
e. The execution and delivery of this Agreement by the Selling Agent, financial the fulfillment of the terms set forth herein and the consummation of the transactions herein contemplated shall not violate or otherwise, business conflict with the corporate charter or prospects bylaws of the Selling Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any of its principals. Neither material agreement, indenture or other instrument by which the Selling Agent nor is bound or under any of its principals has governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order applicable to it.
f. Any funds received any notice of an investigation regarding non-compliance by the Selling Agent or any of its principals with applicable laws or regulations.
(i) The Selling Agent is not the subject of any enforcement or other administrative action by the securities administrator or securities commission of any state wherein the Selling Agent is registered or required to be registered as a broker-dealer that would result purchase Shares in the suspension or revocation of its brokerSyndicated Community Offering will be handled in accordance with Rule 15c2-dealer registration 4 under the “blue sky” laws of any such state. To the knowledge of the Selling Agent there are not any proposed actions by any such securities administrator or securities commission that would result in the suspension or revocation of its broker-dealer registration. The Selling Agent is not operating under any restriction or limitation imposed upon its broker-dealer registration under the “blue sky” laws by any state securities administrator or securities commission of any state wherein the Selling Agent is so registered that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund in any such state and 1934 Act, to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by any such state securities administrator or securities commission that would result in the imposition of any such restriction or limitation upon its broker-dealer registration under the “blue sky” laws thereofextent applicable.
Appears in 1 contract
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Fund and the Manager XxXxxxx Parties 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) a. The Selling Agent is registered as a broker-dealer under with 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 Commission 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”). NASD.
b. The Selling Agent is not validly existing and in good standing as a corporation under the subject laws of any enforcement or other administrative action by FINRA that would result in the suspension or revocation State of its membership New York with FINRA, the corporate power and authority to provide the services to be furnished to the knowledge XxXxxxx Parties hereunder.
c. The execution and delivery of this Agreement and the consummation of the Selling Agent there are not any proposed or threatened actions transactions herein contemplated have been duly and validly authorized by FINRA to suspend or revoke its membership with FINRA. The Selling Agent is not operating under any restriction or limitation imposed upon its membership by FINRA that would adversely affect all necessary corporate action on the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by FINRA that would result in the imposition of any such restriction or limitation thereon.
(g) Each of the individuals who will procure subscriptions of Units on behalf of the Selling Agent pursuant to this Agreement is:
(i) a registered or licensed agent, salesman or salesperson, as the case may be, in the states in which such individual will be offering Units, if such registration or licensing is required by such states;
(ii) a registered principal or registered representative part of the Selling Agent, as appropriateand this Agreement is a legal, with FINRA; and
(iii) registered with the CFTC valid and a member of the NFA, or exempt from such registration and membership.
(h) There is not pending or, to the knowledge binding obligation of the Selling Agent, threatenedenforceable in accordance with its terms, any actionexcept to the extent that rights to indemnity hereunder may be limited under applicable law and subject to bankruptcy, suit or proceeding before or by any court insolvency, reorganization or other governmental body laws related to which or affecting the enforcement of creditors’ rights generally and equitable principles limiting the right to obtain specific enforcement or similar equitable relief.
d. The Selling Agent and, to the Selling Agent’s knowledge, its employees, agents and representatives who shall perform any of the services required hereunder to be performed by the Selling Agent or any of its principals shall be duly authorized and shall have all licenses, approvals and permits necessary to perform such services, and Selling Agent is a party, or registered selling agent in each of the jurisdictions in which the Shares are to which any of its assets is subject, which might result be offered by the Company in any material adverse change reliance upon the Selling Agent as a registered selling agent as set forth in the conditionblue sky memorandum prepared with respect to the Offering.
e. The execution and delivery of this Agreement by the Selling Agent, financial the fulfillment of the terms set forth herein and the consummation of the transactions herein contemplated shall not violate or otherwise, business conflict with the corporate charter or prospects bylaws of the Selling Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any of its principals. Neither material agreement, indenture or other instrument by which the Selling Agent nor is bound or under any of its principals has governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order applicable to it.
f. Any funds received any notice of an investigation regarding non-compliance by the Selling Agent or any of its principals with applicable laws or regulations.
(i) The Selling Agent is not the subject of any enforcement or other administrative action by the securities administrator or securities commission of any state wherein the Selling Agent is registered or required to be registered as a broker-dealer that would result purchase Shares in the suspension or revocation of its brokerSyndicated Community Offering will be handled in accordance with Rule 15c2-dealer registration 4 under the “blue sky” laws of any such state. To the knowledge of the Selling Agent there are not any proposed actions by any such securities administrator or securities commission that would result in the suspension or revocation of its broker-dealer registration. The Selling Agent is not operating under any restriction or limitation imposed upon its broker-dealer registration under the “blue sky” laws by any state securities administrator or securities commission of any state wherein the Selling Agent is so registered that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund in any such state and 1934 Act, to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by any such state securities administrator or securities commission that would result in the imposition of any such restriction or limitation upon its broker-dealer registration under the “blue sky” laws thereofextent applicable.
Appears in 1 contract
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Fund and the Manager Company as follows:
(a) The Selling Agent is duly organized, validly existing and in good standing under has 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 necessary power and authority to enter into this agreement and to perform its obligations under this Agreementconsummate the transactions contemplated hereby.
(b) This The Selling Agent is limited liability company duly organized and validly existing under the laws of the state of Delaware; it is duly authorized to execute this Agreement has been duly authorized, executed and delivered by the Selling Agentto perform its duties hereunder, and assuming due authorization, the execution and delivery by it of this Agreement and the other parties heretoconsummation of the transactions herein contemplated will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Selling Agent is a valid and binding agreement enforceable in accordance with party or by which the Selling Agent or its termsproperties are bound, or any judgment, decree, order, or, to the Selling Agent’s knowledge, any statute, rule or regulation applicable to the Selling Agent.
(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 and each of Participating Agents will be, a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”) and a registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”). , and under the securities laws of the states in which the Units will be offered or sold, if required by such laws.
(d) The Selling Agent is and each of Participating Agents will offer the Units in accordance with the applicable provisions or Rule 506 of Regulation D and will not take, or omit to take, any action in connection with offers and sales of the subject of Units which cause the Offering not be made in compliance with Regulation D.
(e) The Selling Agent will not offer the Units for sale in any enforcement or other administrative action by jurisdiction unless and until 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 Company shall have advised 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 are either registered in accordance with, or exempt from, 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 thereonsecurities and other laws applicable thereto.
(f) The Selling Agent is a member will not use any general solicitation or general advertising in connection with the sale of the Financial Industry Regulatory Authority (“FINRA”). The Selling Agent is not the subject of any enforcement or other administrative action by FINRA that would result in the suspension or revocation of its membership with FINRA, and to the knowledge of the Selling Agent there are not any proposed or threatened actions by FINRA to suspend or revoke its membership with FINRA. The Selling Agent is not operating under any restriction or limitation imposed upon its membership by FINRA that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by FINRA that would result in the imposition of any such restriction or limitation thereonUnits.
(g) Each The Selling Agent shall reasonably believe that all of the individuals who will procure subscriptions of Units on behalf of offers originated by the Selling Agent pursuant to this Agreement is:
(i) a registered or licensed agent, salesman or salespersonand persons who purchase the Units are accredited investors, as the case may be, that term is defined in the states in which such individual will be offering Units, if such registration or licensing is required by such states;
(ii) a registered principal or registered representative Rule 501 of the Selling Agent, as appropriate, with FINRA; and
(iii) registered with the CFTC and a member of the NFA, or exempt from such registration and membership.Regulation D.
(h) There is not pending or, to Upon the knowledge reasonable request of the Selling AgentCompany, threatened, any action, suit or proceeding before or by any court or other governmental body to which the Selling Agent or any of will furnish each offeree with such information as the Company, in its principals is a partyjudgment, or deems reasonably necessary to which any of its assets is subject, which might result in any material adverse change in the condition, financial or otherwise, business or prospects apprise offerees of the Selling Agent or any of its principals. Neither the Selling Agent nor any of its principals has received any notice of an investigation regarding non-compliance by the Selling Agent or any of its principals with applicable laws or regulations.
(i) The Selling Agent is not the subject of any enforcement or other administrative action by the securities administrator or securities commission of any state wherein the Selling Agent is registered or required to be registered as a broker-dealer that would result in the suspension or revocation of its broker-dealer registration under the “blue sky” laws of any such state. To the knowledge status of the Selling Agent there are not any proposed actions by any such securities administrator or securities commission that would result in the suspension or revocation of its broker-dealer registration. The Selling Agent is not operating under any restriction or limitation imposed upon its broker-dealer registration under the “blue sky” laws by any state securities administrator or securities commission of any state wherein the Selling Agent is so registered that would adversely affect the ability offer and sale of the Selling Agent to act as a selling agent of the Units on behalf of the Fund in any such state and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by any such state securities administrator or securities commission that would result in the imposition of any such restriction or limitation upon its broker-dealer registration under the “blue sky” laws thereofUnits.
Appears in 1 contract
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Fund and the Manager Meridian Parties 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) a. The Selling Agent is registered as a broker-dealer under with 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 Commission 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”). NASD.
b. The Selling Agent is not validly existing and in good standing as a corporation under the subject laws of any enforcement or other administrative action by FINRA that would result in the suspension or revocation State of its membership New York with FINRA, the corporate power and authority to provide the services to be furnished to the knowledge Meridian Parties hereunder.
c. The execution and delivery of this Agreement and the consummation of the Selling Agent there are not any proposed or threatened actions transactions herein contemplated have been duly and validly authorized by FINRA to suspend or revoke its membership with FINRA. The Selling Agent is not operating under any restriction or limitation imposed upon its membership by FINRA that would adversely affect all necessary corporate action on the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by FINRA that would result in the imposition of any such restriction or limitation thereon.
(g) Each of the individuals who will procure subscriptions of Units on behalf of the Selling Agent pursuant to this Agreement is:
(i) a registered or licensed agent, salesman or salesperson, as the case may be, in the states in which such individual will be offering Units, if such registration or licensing is required by such states;
(ii) a registered principal or registered representative part of the Selling Agent, as appropriateand this Agreement is a legal, with FINRA; and
(iii) registered with the CFTC valid and a member of the NFA, or exempt from such registration and membership.
(h) There is not pending or, to the knowledge binding obligation of the Selling Agent, threatenedenforceable in accordance with its terms, any actionexcept to the extent that rights to indemnity hereunder may be limited under applicable law and subject to bankruptcy, suit or proceeding before or by any court insolvency, reorganization or other governmental body laws related to which or affecting the enforcement of creditors’ rights generally and equitable principles limiting the right to obtain specific enforcement or similar equitable relief.
d. The Selling Agent and, to the Selling Agent’s knowledge, its employees, agents and representatives who shall perform any of the services required hereunder to be performed by the Selling Agent or any of its principals shall be duly authorized and shall have all licenses, approvals and permits necessary to perform such services, and Selling Agent is a party, or registered selling agent in each of the jurisdictions in which the Shares are to which any of its assets is subject, which might result be offered by the Company in any material adverse change reliance upon the Selling Agent as a registered selling agent as set forth in the conditionblue sky memorandum prepared with respect to the Offering.
e. The execution and delivery of this Agreement by the Selling Agent, financial the fulfillment of the terms set forth herein and the consummation of the transactions herein contemplated shall not violate or otherwise, business conflict with the corporate charter or prospects bylaws of the Selling Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any of its principals. Neither material agreement, indenture or other instrument by which the Selling Agent nor is bound or under any of its principals has governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order applicable to it.
f. Any funds received any notice of an investigation regarding non-compliance by the Selling Agent or any of its principals with applicable laws or regulations.
(i) The Selling Agent is not the subject of any enforcement or other administrative action by the securities administrator or securities commission of any state wherein the Selling Agent is registered or required to be registered as a broker-dealer that would result purchase Shares in the suspension or revocation of its brokerSyndicated Community Offering will be handled in accordance with Rule 15c2-dealer registration 4 under the “blue sky” laws of any such state. To the knowledge of the Selling Agent there are not any proposed actions by any such securities administrator or securities commission that would result in the suspension or revocation of its broker-dealer registration. The Selling Agent is not operating under any restriction or limitation imposed upon its broker-dealer registration under the “blue sky” laws by any state securities administrator or securities commission of any state wherein the Selling Agent is so registered that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund in any such state and 1934 Act, to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by any such state securities administrator or securities commission that would result in the imposition of any such restriction or limitation upon its broker-dealer registration under the “blue sky” laws thereofextent applicable.
Appears in 1 contract
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Fund and the Manager Abington Parties 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) a. The Selling Agent is registered as a broker-dealer under with 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 Commission 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”). NASD.
b. The Selling Agent is not validly existing and in good standing as a corporation under the subject laws of any enforcement or other administrative action by FINRA that would result in the suspension or revocation State of its membership New York with FINRA, the corporate power and authority to provide the services to be furnished to the knowledge Abington Parties hereunder.
c. The execution and delivery of this Agreement and the consummation of the Selling Agent there are not any proposed or threatened actions transactions herein contemplated have been duly and validly authorized by FINRA to suspend or revoke its membership with FINRA. The Selling Agent is not operating under any restriction or limitation imposed upon its membership by FINRA that would adversely affect all necessary corporate action on the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund and to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by FINRA that would result in the imposition of any such restriction or limitation thereon.
(g) Each of the individuals who will procure subscriptions of Units on behalf of the Selling Agent pursuant to this Agreement is:
(i) a registered or licensed agent, salesman or salesperson, as the case may be, in the states in which such individual will be offering Units, if such registration or licensing is required by such states;
(ii) a registered principal or registered representative part of the Selling Agent, as appropriateand this Agreement is a legal, with FINRA; and
(iii) registered with the CFTC valid and a member of the NFA, or exempt from such registration and membership.
(h) There is not pending or, to the knowledge binding obligation of the Selling Agent, threatenedenforceable in accordance with its terms, any actionexcept to the extent that rights to indemnity hereunder may be limited under applicable law and subject to bankruptcy, suit or proceeding before or by any court insolvency, reorganization or other governmental body laws related to which or affecting the enforcement of creditors’ rights generally and equitable principles limiting the right to obtain specific enforcement or similar equitable relief.
d. The Selling Agent and, to the Selling Agent’s knowledge, its employees, agents and representatives who shall perform any of the services required hereunder to be performed by the Selling Agent or any of its principals shall be duly authorized and shall have all licenses, approvals and permits necessary to perform such services, and Selling Agent is a party, or registered selling agent in each of the jurisdictions in which the Shares are to which any of its assets is subject, which might result be offered by the Company in any material adverse change reliance upon the Selling Agent as a registered selling agent as set forth in the conditionblue sky memorandum prepared with respect to the Offering.
e. The execution and delivery of this Agreement by the Selling Agent, financial the fulfillment of the terms set forth herein and the consummation of the transactions herein contemplated shall not violate or otherwise, business conflict with the corporate charter or prospects bylaws of the Selling Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any of its principals. Neither material agreement, indenture or other instrument by which the Selling Agent nor is bound or under any of its principals has governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order applicable to it.
f. Any funds received any notice of an investigation regarding non-compliance by the Selling Agent or any of its principals with applicable laws or regulations.
(i) The Selling Agent is not the subject of any enforcement or other administrative action by the securities administrator or securities commission of any state wherein the Selling Agent is registered or required to be registered as a broker-dealer that would result purchase Shares in the suspension or revocation of its brokerSyndicated Community Offering will be handled in accordance with Rule 15c2-dealer registration 4 under the “blue sky” laws of any such state. To the knowledge of the Selling Agent there are not any proposed actions by any such securities administrator or securities commission that would result in the suspension or revocation of its broker-dealer registration. The Selling Agent is not operating under any restriction or limitation imposed upon its broker-dealer registration under the “blue sky” laws by any state securities administrator or securities commission of any state wherein the Selling Agent is so registered that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund in any such state and 1934 Act, to the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by any such state securities administrator or securities commission that would result in the imposition of any such restriction or limitation upon its broker-dealer registration under the “blue sky” laws thereofextent applicable.
Appears in 1 contract
