Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows:
(i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby.
(ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy.
(iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel.
(iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction.
(v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.
Representations, Warranties and Covenants of the Placement Agent. The Placement Agent represents, warrants and covenants as follows:
Representations, Warranties and Covenants of the Placement Agent. The Placement Agent hereby represents, warrants and covenants to the Company as of the date hereof, and as of the Closing Date of the Offering, as follows:
Representations, Warranties and Covenants of the Placement Agent. The Placement Agent represents and warrants to, and agrees with, each Fund as follows:
(a) The Placement Agent agrees that it will offer the subject Fund’s Shares only in accordance with the terms and conditions set forth in this Agreement and the relevant Offering Documents.
(b) Nothing contained herein shall be construed to require the Placement Agent to perform any service that could cause the Placement Agent to be deemed an investment adviser for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended.
(c) The Placement Agent will accept subscriptions for a Fund’s Shares only from persons that the subject Fund reasonably believes, in accordance with applicable SEC guidelines, to be “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act, and will offer and sell the Shares only in compliance with all applicable state securities or Blue Sky laws. The subject Fund, not the Placement Agent, shall have sole responsibility for such determinations, shall make such determinations in consultation with experienced legal counsel, as may be needed, and is not relying on the Placement Agent in any way in making such determinations.
(d) Neither the subject Fund nor the Placement Agent shall act in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.
(e) The Placement Agent will accept subscriptions for Shares only in the United States from U.S. Persons, and will not offer any Fund’s Shares outside the United States or to non-U.S. Persons without the relevant Fund’s express prior approval.
(f) The Placement Agent shall not accept or submit to a Fund’s Administrator any Subscription Agreement or other request to purchase such Fund’s Shares in an amount less than that specified in the relevant then-current Memorandum, or otherwise not in accordance with the procedures outlined in such Memorandum. The Placement Agent agrees that the Fund reserves the right in its sole and absolute discretion to reject any purchase order for such Fund’s Shares for any reason, and that in the event a purchase order is rejected, the Fund or its Administrator will return any funds accompanying the purchase order to the purchaser named in the applicable Subscription Agreement, or to the Placement Agent for prompt further delivery to such purchaser, and the Placement Agent shall have no liability to the purchaser based on such rejection.
(g) The Placement Agent acknowledges that the applicable...
Representations, Warranties and Covenants of the Placement Agent. You represent, warrant, covenant and agree with the Company as follows:
Representations, Warranties and Covenants of the Placement Agent. The Placement Agent represents, warrants and covenants to the Company that:
Representations, Warranties and Covenants of the Placement Agent. The Placement Agent hereby represents, warrants and covenants to the Fund as follows:
a. The Placement Agent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification and in which the failure to be so qualified would materially adversely affect the Placement Agent’s ability to perform its obligations under this Agreement.
b. The Placement Agent is registered as a broker-dealer with the SEC and is a member in good standing with FINRA, and shall operate only through its duly licensed Registered Representatives. The Placement Agent further represents and warrants that it (and where applicable, its Registered Representatives)
i. is registered or qualified in all capacities and jurisdictions required by reason of any offers or sales made pursuant to this Agreement,
ii. is registered and in good standing under the rules and regulations of the applicable state and/or federal agencies, self-regulatory, regulatory or governing bodies in which the nature or conduct of its business requires such registration and in which the failure to so register, and/or remain in good standing, would materially adversely affect its ability to perform its obligations under this Agreement, and
iii. shall comply, in all material respects, with all applicable laws and regulations in connection with the performance of its obligations hereunder.
c. The Placement Agent has full power and authority to approve, execute, deliver and perform its obligations under this Agreement, and when so approved, executed and delivered, this Agreement will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Applicable Law affecting creditors’ rights generally and by general principles of equity.
d. Each of (i) the Placement Agent or any other entity used or engaged directly or indirectly by the Placement Agent, which other entity has been or will be paid (directly or indirectly) remuneration for the services rendered in connection with this Agreement (each a “Placement Agent Entity”); (ii) any general partner, managing member or equivalent of a Placement Agent Entity; or (iii) any director, executive officer, or other officer rendering services hereunder, of any entity specif...
Representations, Warranties and Covenants of the Placement Agent. For the purpose of this Section 6, the term “Placement Agent” includes Placement Agent and its agents. Placement Agent represents and warrants to, and agrees with the Company as follows:
Representations, Warranties and Covenants of the Placement Agent. The Placement Agent hereby represents, warrants and covenants to the Company that it is a registered broker-dealer and member in good standing of the NASD.
Representations, Warranties and Covenants of the Placement Agent. The Placement Agent represents, warrants and covenants as follows:
(a) This Agreement has been duly authorized, executed and delivered by the Placement Agent and constitutes a valid and binding obligation of the Placement Agent, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and to general principles of equity and except as rights to indemnity or contribution hereunder may be limited by Federal or state securities laws.
(b) The Placement Agent will not make an offer of Shares by any form of general solicitation or general advertising in violation of Rule 502(c) of Regulation D under the Act, and the Placement Agent will conduct the Offering in accordance with all federal and state securities laws applicable to the offering of the Shares.
(c) The Placement Agent shall not deliver to any offeree without the consent of the Company any information concerning the Offering other than the Offering Materials. The Placement Agent shall deliver, or cause to be delivered, the Offering Materials to each offeree prior to the sale of any Shares to such offeree.
(d) The Placement Agent is a registered broker dealer in good standing in every state in which offers and sales of the Shares will be made.
(e) The Placement Agent acknowledges that the Company has the right, in its sole discretion, to reject any Subscriber.
