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: $7,250,000 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 covenants and agrees with the Company that: (i) : 10.01. It is registered as a broker-dealer with the Commission, and is registered to the extent registration is required with the appropriate governmental agency in each state in which it intends to offer or sell the Units, and is a member of FINRA and will maintain such registrations, qualifications and memberships in good standing throughout the term of the Offering. 10.02. To the knowledge of the Underwriter, no action or proceeding is pending against the Underwriter or any of its officers or directors concerning the Underwriter's activities as a broker or dealer or otherwise that would affect the Company's offering and sale of the Units. 10.03. The Underwriter, in connection with the offer and sale of the Units and in the performance of its duties and obligations under this Agreement, agrees to comply with all applicable federal laws; the laws of the states or other jurisdictions in which the Units are offered and sold; and the Rules and current written interpretations and policies of the FINRA. 10.04. The Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State state of New York; (ii) it is duly authorized Delaware with all requisite power and authority to execute enter into this Agreement and to perform carry out its duties obligations hereunder. 10.05. This Agreement has been duly authorized, executed and delivered by the Underwriter and is a valid agreement on the part of the Underwriter. 10.06. Neither the execution and delivery by it of this Agreement and nor the consummation of the transactions herein contemplated hereby will not result in any violation breach of any of the terms or conditions of, be in conflict with or constitute a default under, the articles of incorporation or bylaws of the Underwriter or any indenture, agreement or other instrument to which the Underwriter is a party or by which it is bound, violate any order directed to the Underwriter of any court or any judgment, decree, order, or, to its knowledge, any statute, rule federal or regulation applicable to it; (iii) state regulatory body or administrative agency having jurisdiction over 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 Dealersor its affiliates. 10.07. No person acting by, Inc.; and (iv) there is not now pending through or threatened against under the Underwriter any action will be entitled to receive from the Underwriter or proceeding of which it has been advisedfrom the Company finder's fees or similar payments, except as set forth 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) 10.08. The Underwriter will deliver a certificate dated as of the First Closing Date and at the termination of the offeringwill, 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 reasonably promptly after the First Closing Dateany closing date, and until such time as the earlier of: $7,250,000 in Debentures are sold, or the offering is terminated pursuant to Section 8 hereof, it will supply the Company with all information required from the Underwriter and such additional information as the Company may reasonably request to be supplied to the securities commissions of such states in which the Debentures Units have been qualified for sale. 10.09. The Underwriter will use its best efforts to (i) sell the Units; (ii) to become qualified in every state in which the Company receives a subscription and/or retain the services of a Selected Dealer registered as a broker dealer in such state; and (iii) provide back office support for the Offering. The Underwriter agrees that it will not, other than for the Offering, make any use of the Company’s data base which is being delivered to the Underwriter by the Company to facilitate the sale of the Units. The Underwriter further represents that it will, in its Selected Dealers’ Agreements provide for such representations of confidentiality from each Selected Dealer. All of the above representations and warranties shall survive the performance or termination of this Agreement.

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: $7,250,000 8,500,000 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: $7,250,000 7,500,000 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: $7,250,000 14,000,000 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: $7,250,000 6,500,000 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: $7,250,000 11,500,000 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: $7,250,000 12,000,000 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.