Common use of Representations, Warranties and Covenants of Placement Agent Clause in Contracts

Representations, Warranties and Covenants of Placement Agent. (a) Placement Agent hereby represents and warrants that it is duly authorized to execute this Agreement and perform its duties hereunder, and the execution and delivery by Placement Agent of this Agreement and the consummation of the transactions contemplated by this Agreement have been authorized by all necessary corporate action and will not result in any violation of, or be in conflict with, or constitute a default under, Placement Agent’s Certificate of Incorporation or By-Laws, any agreement or instrument to which Placement Agent is a party or Placement Agent’s property is bound, or any judgment, decree, order or any statute, rule or regulation applicable to Placement Agent. (b) In offering the Notes for sale on behalf of the Company, Placement Agent will not offer the Notes for sale, or solicit any offers to buy any Notes, or otherwise negotiate with any person in respect of the Notes, on the basis of any communications or documents relating to the Notes or any investment therein or to the Company or investment therein, other than the Memorandum and any other document satisfactory in form and substance to the Company. Placement Agent will promptly deliver a copy of each amendment or supplement to the Memorandum (i) to all offerees then being or thereafter solicited by Placement Agent, and (ii) to each person who has subscribed for Notes prior to the receipt by such person of such amendment or supplement. (c) In offering the Notes for sale on behalf of the Company, Placement Agent shall conduct such sales in the manner described in the Memorandum and shall not make any general solicitations. (d) The Placement Agent is a member in good standing of the Financial Industry Regulatory Authority, and is registered as a broker/dealer under the Securities Exchange Act of 1934 (the “1934 Act”).

Representations, Warranties and Covenants of Placement Agent. (a) Placement Agent hereby represents and warrants that it is duly authorized to execute this Agreement and perform its duties hereunder, and the execution and delivery by Placement Agent of this Agreement and the consummation of the transactions contemplated by this Agreement have been authorized by all necessary corporate action and will not result in any violation of, or be in conflict with, or constitute a default under, Placement Agent’s Certificate of Incorporation or By-Laws, any agreement or instrument to which Placement Agent is a party or Placement Agent’s property is bound, or any judgment, decree, order or any statute, rule or regulation applicable to Placement Agent. (b) In offering the Notes Shares for sale on behalf of the Company, Placement Agent will not offer the Notes Shares for sale, or solicit any offers to buy any NotesShares, or otherwise negotiate with any person in respect of the NotesShares, on the basis of any communications or documents relating to the Notes Shares or any investment therein or to the Company or investment therein, other than the Memorandum and any other document satisfactory in form and substance to the Company. Placement Agent will promptly deliver a copy of each amendment or supplement to the Memorandum (i) to all offerees then being or thereafter solicited by Placement Agent, and (ii) to each person who has subscribed for Notes Shares prior to the receipt by such person of such amendment or supplement. (c) In offering the Notes Shares for sale on behalf of the Company, Placement Agent shall conduct such sales in the manner described in the Memorandum and shall not make any general solicitations. (d) The Placement Agent is a member in good standing of the Financial Industry Regulatory Authority, and is registered as a broker/dealer under the Securities Exchange Act of 1934 (the “1934 Act”).

Representations, Warranties and Covenants of Placement Agent. (a) Placement Agent hereby represents and warrants that it is duly authorized to execute this Agreement and perform its duties hereunder, and the execution and delivery by Placement Agent of this Agreement and the consummation of the transactions contemplated by this Agreement have been authorized by all necessary corporate action and will not result in any violation of, or be in conflict with, or constitute a default under, Placement Agent’s Certificate of Incorporation or By-Laws, any agreement or instrument to which Placement Agent is a party or Placement Agent’s property is bound, or any judgment, decree, order or any statute, rule or regulation applicable to Placement Agent. (b) In offering the Notes Units for sale on behalf of the Company, Placement Agent will not offer the Notes Units for sale, or solicit any offers to buy any NotesUnits, or otherwise negotiate with any person in respect of the NotesUnits, on the basis of any communications or documents relating to the Notes Units or any investment therein or to the Company or investment therein, other than the Memorandum and any other document satisfactory in form and substance to the Company. Placement Agent will promptly deliver a copy of each amendment or supplement to the Memorandum (i) to all offerees then being or thereafter solicited by Placement Agent, and (ii) to each person who has subscribed for Notes Units prior to the receipt by such person of such amendment or supplement. (c) In offering the Notes Units for sale on behalf of the Company, Placement Agent shall conduct such sales in the manner described in the Memorandum and shall not make any general solicitations. (d) The Placement Agent is a member in good standing of the Financial Industry Regulatory Authority, and is registered as a broker/dealer under the Securities Exchange Act of 1934 (the “1934 Act”).

Representations, Warranties and Covenants of Placement Agent. (a) Placement Agent hereby represents and warrants that it is duly authorized to execute this Agreement and perform its duties hereunder, and the execution and delivery by Placement Agent of this Agreement and the consummation of the transactions contemplated by this Agreement have been authorized by all necessary corporate action and will not result in any violation of, or be in conflict with, or constitute a default under, Placement Agent’s Certificate Articles of Incorporation or By-Laws, any agreement or instrument to which Placement Agent is a party or Placement Agent’s property is bound, or any judgment, decree, order or any statute, rule or regulation applicable to Placement Agent. (b) In offering the Notes Shares for sale on behalf of the Companysale, Placement Agent will not offer the Notes Shares for sale, or solicit any offers to buy any NotesShares, or otherwise negotiate with any person in respect of the NotesShares, on the basis of any communications or documents relating to the Notes Shares or any investment therein or to the Company or investment therein, other than the Memorandum and any other document satisfactory in form and substance to the Company. Placement Agent will promptly deliver a copy of each amendment or supplement to the Memorandum (i) to all offerees then being or thereafter solicited by Placement Agent, and (ii) to each person who has subscribed for Notes Shares prior to the receipt by such person of such amendment or supplement. (c) In offering the Notes Shares for sale on behalf of the Companysale, Placement Agent shall conduct such sales in the manner described in the Memorandum and shall not make any general solicitationsMemorandum. (d) The Placement Agent is a member in good standing of the Financial Industry Regulatory Authority, and is registered as a broker/dealer under the Securities Exchange Act of 1934 (the “1934 Act”).

Representations, Warranties and Covenants of Placement Agent. (a) Placement Agent hereby represents and warrants that it is duly authorized to execute this Agreement and perform its duties hereunder, and the execution and delivery by Placement Agent of this Agreement and the consummation of the transactions contemplated by this Agreement have been authorized by all necessary corporate action and will not result in any violation of, or be in conflict with, or constitute a default under, Placement Agent’s Certificate of Incorporation or By-Laws, any agreement or instrument to which Placement Agent is a party or Placement Agent’s property is bound, or any judgment, decree, order or any statute, rule or regulation applicable to Placement Agent. (b) In offering the Notes Shares for sale on behalf of the Company, Placement Agent will not offer the Notes Shares for sale, or solicit any offers to buy any NotesShares, or otherwise negotiate with any person in respect of the NotesShares, on the basis of any communications or documents relating to the Notes Shares or any investment therein or to the Company or investment therein, other than the Memorandum and any other document satisfactory in form and substance to the Company. Placement Agent will promptly deliver a copy of each amendment or supplement to the Memorandum (i) to all offerees then being or thereafter solicited by Placement Agent, and (ii) to each person who has subscribed for Notes Shares prior to the receipt by such person of such amendment or supplement. (c) In offering the Notes Shares for sale on behalf of the Company, Placement Agent shall conduct such sales in the manner described in the Memorandum and shall not make any general solicitationsMemorandum. (d) The Placement Agent is a member in good standing of the Financial Industry Regulatory Authority, and is registered as a broker/dealer under the Securities Exchange Act of 1934 (the “1934 Act”).

Representations, Warranties and Covenants of Placement Agent. (a) Placement Agent hereby represents and warrants that it is duly authorized to execute this Agreement and perform its duties hereunder, and the execution and delivery by Placement Agent of this Agreement and the consummation of the transactions contemplated by this Agreement have been authorized by all necessary corporate action and will not result in any violation of, or be in conflict with, or constitute a default under, Placement Agent’s Certificate Articles of Incorporation or By-Laws, any agreement or instrument to which Placement Agent is a party or Placement Agent’s property is bound, or any judgment, decree, order or any statute, rule or regulation applicable to Placement Agent. (b) In offering the Notes Shares for sale on behalf of the Companysale, Placement Agent will not offer the Notes Shares for sale, or solicit any offers to buy any NotesShares, or otherwise negotiate with any person in respect of the NotesShares, on the basis of any communications or documents relating to the Notes Shares or any investment therein or to the Company or investment therein, other than the Memorandum and any other document satisfactory in form and substance to the CompanyCompany (and approved by the Company in writing). Placement Agent will promptly deliver a copy of each amendment or supplement to the Memorandum (i) to all offerees then being or thereafter solicited by Placement Agent, and (ii) to each person who has subscribed for Notes Shares prior to the receipt by such person of such amendment or supplement. (c) In offering the Notes Shares for sale on behalf of the Companysale, Placement Agent shall conduct such sales in the manner described in the Memorandum and shall not make any general solicitationsMemorandum. (d) The Placement Agent is a member in good standing of the Financial Industry Regulatory Authority, and is registered as a broker/dealer under the Securities Exchange Act of 1934 (the “1934 Act”).

Representations, Warranties and Covenants of Placement Agent. (a) Placement Agent hereby represents and warrants that it is duly authorized to execute this Agreement and perform its duties hereunder, and the execution and delivery by Placement Agent of this Agreement and the consummation of the transactions contemplated by this Agreement have been authorized by all necessary corporate action and will not result in any violation of, or be in conflict with, or constitute a default under, Placement Agent’s Certificate 's Articles of Incorporation or By-Laws, any agreement or instrument to which Placement Agent is a party or Placement Agent’s 's property is bound, or any judgment, decree, order or any statute, rule or regulation applicable to Placement Agent. (b) In offering the Notes Shares for sale on behalf of the Companysale, Placement Agent will not offer the Notes Shares for sale, or solicit any offers to buy any NotesShares, or otherwise negotiate with any person in respect of the NotesShares, on the basis of any communications or documents relating to the Notes Shares or any investment therein or to the Company or investment therein, other than the Memorandum and any other document satisfactory in form and substance to the Company. Placement Agent will promptly deliver a copy of each amendment or supplement to the Memorandum (i) to all offerees then being or thereafter solicited by Placement Agent, and (ii) to each person who has subscribed for Notes Shares prior to the receipt by such person of such amendment or supplement. (c) In offering the Notes Shares for sale on behalf of the Companysale, Placement Agent shall conduct such sales in the manner described in the Memorandum and shall not make any general solicitationsMemorandum. (d) The Placement Agent is a member in good standing of the Financial Industry Regulatory Authority, and is registered as a broker/dealer under the Securities Exchange Act of 1934 (the “1934 Act”).

Representations, Warranties and Covenants of Placement Agent. (a) The Placement Agent hereby represents and warrants that it is duly authorized to execute this Agreement and perform its duties hereunder, and the execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated by this Agreement have been authorized by all necessary corporate action and will not result in any violation of, or be in conflict with, or constitute a default under, the Placement Agent’s Certificate 's articles of Incorporation incorporation or Byby-Lawslaws, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent’s 's property is bound, or any judgment, decree, order or any statute, rule or regulation applicable to the Placement Agent. (b) In offering the Notes Shares for sale on behalf of sale, the Company, Placement Agent will not offer the Notes Shares for sale, or solicit any offers to buy any NotesShares, or otherwise negotiate with any person in respect of the NotesShares, on the basis of any communications or documents relating to the Notes Shares or any investment therein or to the Company or investment therein, other than the Memorandum Offering Materials and any other document satisfactory in form and substance to the Company. The Placement Agent will promptly deliver a copy of each amendment or supplement to the Memorandum Offering Materials (i) to all offerees prospective investors then being or thereafter solicited by the Placement Agent, and (ii) to each person investor who has subscribed for Notes Shares prior to the receipt by such person of such amendment or supplement. (c) In offering the Notes Shares for sale on behalf of sale, the Company, Placement Agent shall conduct such sales in the manner described in the Memorandum and shall not make any general solicitationsOffering Materials. (d) The Placement Agent is a member in good standing of the Financial Industry Regulatory Authority, and is registered as a broker/dealer under the Securities Exchange Act of 1934 (the “1934 Act”).

Representations, Warranties and Covenants of Placement Agent. (a) Placement Agent hereby represents and warrants that it is duly authorized to execute this Agreement and perform its duties hereunder, and the execution and delivery by Placement Agent of this Agreement and the consummation of the transactions contemplated by this Agreement have been authorized by all necessary corporate action and will not result in any violation of, or be in conflict with, or constitute a default under, Placement Agent’s Certificate 's Articles of Incorporation or By-Laws, any agreement or instrument to which Placement Agent is a party or Placement Agent’s 's property is bound, or any judgment, decree, order or any statute, rule or regulation applicable to Placement Agent. (b) In offering the Notes Units for sale on behalf of the Companysale, Placement Agent will not offer the Notes Units for sale, or solicit any offers to buy any NotesUnits, or otherwise negotiate with any person in respect of the NotesUnits, on the basis of any communications or documents relating to the Notes Units or any investment therein or to the Company or investment therein, other than the Memorandum and any other document satisfactory in form and substance to the Company. Placement Agent will promptly deliver a copy of each amendment or supplement to the Memorandum (i) to all offerees then being or thereafter solicited by Placement Agent, and (ii) to each person who has subscribed for Notes Units prior to the receipt by such person of such amendment or supplement. (c) In offering the Notes Units for sale on behalf of the Companysale, Placement Agent shall conduct such sales in the manner described in the Memorandum and shall not make any general solicitationsMemorandum. (d) The Placement Agent is a member in good standing of the Financial Industry Regulatory Authority, and is registered as a broker/dealer under the Securities Exchange Act of 1934 (the “1934 Act”).