Common use of Representations, Warranties and Covenants of Selected Dealer Clause in Contracts

Representations, Warranties and Covenants of Selected Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Selected Dealer represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Selected Dealer is organized. (ii) It is empowered under applicable laws and by Selected Dealer’s organizational documents to enter into this Agreement and perform all activities and services of Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Selected Dealer’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of Offered Shares, will not constitute a breach of, or default under, any agreement or instrument by which Selected Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize Selected Dealer to enter into and perform this Agreement. (v) It shall notify Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to the Offered Shares offered hereunder against Selected Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Selected Dealer, within the meaning of Section 15 of the Securities Act. (vi) Selected Dealer will not sell or distribute Offered Shares or otherwise make any such Offered Shares available in any jurisdiction outside of the United States unless Selected Dealer receives prior written consent from Dealer Manager. (vii) Selected Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Selected Dealer.

Representations, Warranties and Covenants of Selected Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Selected Dealer represents, warrants and agrees that: (ia) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Selected Dealer is organized. (iib) It is empowered under applicable laws and by Selected Dealer’s organizational documents to enter into this Agreement and perform all activities and services of the Selected Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Selected Dealer’s ability to perform under this Agreement. (iiic) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of Offered the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Selected Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (ivd) All requisite actions have been taken to authorize Selected Dealer to enter into and perform this Agreement. (ve) It shall notify Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to the Offered Shares offered hereunder against Selected Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Selected Dealer, within the meaning of Section 15 of the Securities Act. (vif) Selected Dealer It will not offer, sell or distribute Offered Shares Shares, or otherwise make any such Offered Shares available available, in any jurisdiction outside of the United States or United States territories unless the Selected Dealer receives prior written consent from Dealer Manager. (viig) Selected Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Selected Dealer. (h) The Selected Dealer represents that it has policies and procedures to ensure compliance with FINRA Rule 2030 and is currently in compliance with FINRA Rule 2030. Moreover, the Selected Dealer represents that neither it nor any of its Covered Associates has made, directly or indirectly, any contributions that prohibit the Selected Dealer from engaging in solicitation activities for compensation under FINRA Rule 2030 (a “Triggering Contribution”). The Selected Dealer xxxxxx agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate FINRA Rule 2030 while engaged hereunder. If the Selected Dealer breaches this provision and becomes aware of a Triggering Contribution or a violation of FINRA Rule 2030, it shall promptly provide written notice to the Dealer Manager of the nature of the ban or violation.

Representations, Warranties and Covenants of Selected Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Selected Dealer represents, warrants and agrees that: (ia) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Selected Dealer is organized. (iib) It is empowered under applicable laws and by Selected Dealer’s organizational documents to enter into this Agreement and perform all activities and services of the Selected Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Selected Dealer’s ability to perform under this Agreement. (iiic) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of Offered the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Selected Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (ivd) All requisite actions have been taken to authorize Selected Dealer to enter into and perform this Agreement. (ve) It shall notify Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to the Offered Shares offered hereunder against Selected Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Selected Dealer, within the meaning of Section 15 of the Securities Act. (vif) Selected Dealer It will not offer, sell or distribute Offered Shares Shares, or otherwise make any such Offered Shares available available, in any jurisdiction outside of the United States or United States territories unless the Selected Dealer receives prior written consent from Dealer Manager. (viig) Selected Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Selected Dealer. (h) The Selected Dealer represents that it has policies and procedures to ensure compliance with FINRA Rule 2030 and is currently in compliance with FINRA Rule 2030. Moreover, the Selected Dealer represents that neither it nor any of its Covered Associates has made, directly or indirectly, any contributions that prohibit the Selected Dealer from engaging in solicitation activities for compensation under FINRA Rule 2030 (a “Triggering Contribution”). The Selected Dealer hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate FINRA Rule 2030 while engaged hereunder. If the Selected Dealer breaches this provision and becomes aware of a Triggering Contribution or a violation of FINRA Rule 2030, it shall promptly provide written notice to the Dealer Manager of the nature of the ban or violation.