Common use of Underwriter's Representations and Warranties Clause in Contracts

Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ability to act as such pursuant to this Agreement. (b) The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offering, and signed by the president of the Underwriter stating that the representations of the Underwriter set forth herein are true and correct in all material respects as of each such date. (c) The Underwriter covenants that promptly after the First Closing Date, and until such time as the earlier of: $6,000,000 in Debentures are sold or the offering is terminated pursuant to Section 8 hereof, it will supply the Company with such information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures have been qualified for sale.

Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ability to act as such pursuant to this Agreement. (b) The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offering, and signed by the president of the Underwriter stating that the representations of the Underwriter set forth herein are true and correct in all material respects as of each such date. (c) The Underwriter covenants that promptly after the First Closing Date, and until such time as the earlier of: $6,000,000 10,000,000 in Debentures are sold sold, or the offering is terminated pursuant to Section 8 hereof, it will supply the Company with such information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures have been qualified for sale.

Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ability to act as such pursuant to this Agreement. (b) The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offering, and signed by the president of the Underwriter stating that the representations of the Underwriter set forth herein are true and correct in all material respects as of each such date. (c) The Underwriter covenants that promptly after the First Closing Date, and until such time as the earlier of: $6,000,000 5,000,000 in Debentures are sold sold, or the offering is terminated pursuant to Section 8 hereof, it will supply the Company with such information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures have been qualified for sale.

Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ability to act as such pursuant to this Agreement. (b) The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offering, and signed by the president of the Underwriter stating that the representations of the Underwriter set forth herein are true and correct in all material respects as of each such date. (c) The Underwriter covenants that promptly after the First Closing Date, and until such time as the earlier of: $6,000,000 in Debentures are 250,000 shares of Common Stock is sold or the offering is terminated pursuant to Section 8 hereof, it will supply the Company with such information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures have Common Stock has been qualified for sale.

Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ability to act as such pursuant to this Agreement. (b) The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offering, and signed by the president of the Underwriter stating that the representations of the Underwriter set forth herein are true and correct in all material respects as of each such date. (c) The Underwriter covenants that promptly after the First Closing Date, and until such time as the earlier of: $6,000,000 5,750,000 in Debentures are sold sold, or the offering is terminated pursuant to Section 8 hereof, it will supply the Company with such information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures have been qualified for sale.

Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ability to act as such pursuant to this Agreement. (b) The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offering, and signed by the president of the Underwriter stating that the representations of the Underwriter set forth herein are true and correct in all material respects as of each such date. (c) The Underwriter covenants that promptly after the First Closing Date, and until such time as the earlier of: $6,000,000 7,750,000 in Debentures are sold sold, or the offering is terminated pursuant to Section 8 hereof, it will supply the Company with such information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures have been qualified for sale.

Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ability to act as such pursuant to this Agreement. (b) The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offering, and signed by the president of the Underwriter stating that the representations of the Underwriter set forth herein are true and correct in all material respects as of each such date. (c) The Underwriter covenants that promptly after the First Closing Date, and until such time as the earlier of: $6,000,000 in Debentures Units are sold ($6,900,000 if the over-allotment option is exercised) or the offering is terminated pursuant to Section 8 hereof, it will supply the Company with such information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures have been qualified for sale.

Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ability to act as such pursuant to this Agreement. (b) The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offering, and signed by the president of the Underwriter stating that the representations of the Underwriter set forth herein are true and correct in all material respects as of each such date. (c) The Underwriter covenants that promptly after the First Closing Date, and until such time as the earlier of: $6,000,000 7,475,000 in Debentures Units are sold or the offering offerwing is terminated pursuant to Section 8 hereof, it will supply the Company with such information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures have been qualified for sale.

Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ability to act as such pursuant to this Agreement. (b) The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offering, and signed by the president of the Underwriter stating that the representations of the Underwriter set forth herein are true and correct in all material respects as of each such date. (c) The Underwriter covenants that promptly after the First Closing Date, and until such time as the earlier of: $6,000,000 5,500,000 in Debentures are sold sold, or the offering is terminated pursuant to Section 8 hereof, it will supply the Company with such information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures have been qualified for sale.

Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ’s ability to act as such pursuant to this Agreement. (b) The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offering, and signed by the president of the Underwriter stating that the representations of the Underwriter set forth herein are true and correct in all material respects as of each such date. (c) The Underwriter covenants that promptly after the First Closing Date, and until such time as the earlier of: $6,000,000 14,000,000 in Debentures are sold sold, or the offering is terminated pursuant to Section 8 hereof, it will supply the Company with such information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures have been qualified for sale.

Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ’s ability to act as such pursuant to this Agreement. (b) The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offering, and signed by the president of the Underwriter stating that the representations of the Underwriter set forth herein are true and correct in all material respects as of each such date. (c) The Underwriter covenants that promptly after the First Closing Date, and until such time as the earlier of: $6,000,000 15,000,000 in Debentures are sold sold, or the offering is terminated pursuant to Section 8 hereof, it will supply the Company with such information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures have been qualified for sale.

Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ability to act as such pursuant to this Agreement. (b) The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offering, and signed by the president of the Underwriter stating that the representations of the Underwriter set forth herein are true and correct in all material respects as of each such date. (c) The Underwriter covenants that promptly after the First Closing Date, and until such time as the earlier of: $6,000,000 16,000,000 in Debentures are sold sold, or the offering is terminated pursuant to Section 8 hereof, it will supply the Company with such information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures have been qualified for sale.