Common use of SEC Cease-and-Desist Orders Clause in Contracts

SEC Cease-and-Desist Orders. You are not subject to any order of the SEC, entered within five years before the sale of the securities, that, at the time of such sale, orders you to cease and desist from committing or causing a future violation of: • any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or • Section 5 of the Securities Act.

SEC Cease-and-Desist Orders. You are not subject to any order of the SEC, entered within five years before the sale of the securities, that, at the time of such sale, orders you Entity to cease and desist from committing or causing a future violation of: • any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or • Section 5 of the Securities Act.

SEC Cease-and-Desist Orders. You are not currently subject to any order of the SEC, entered within five years before the sale of the securitiesOffering, that, at the time of such sale, that orders you to cease and desist from committing or causing a violation or future violation of: • of (a) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, Section 15(c)(1) of the Exchange Act and Section 206(1) of the Investment Advisers Act Act, or any other rule or regulation thereunder; , or • (b) Section 5 of the Securities Act.