Representations and Warranties of Agent. Agent represents and warrants that it is a corporation duly organized and existing and in good standing under the laws of the State of Missouri, that it is duly qualified to carry on its business in the State of Kansas and wherever its duties require, that it has the power and authority under laws and by its Articles of Incorporation and Bylaws to enter into this Shareholder Servicing Agreement and to perform the services contemplated by this Agreement.
Representations and Warranties of Agent. Agent represents and warrants that:
(a) Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois with all requisite corporate power to carry on its business.
(b) Agent is licensed as a broker-dealer, authorized to conduct offerings of the sort contemplated hereby by the Commission and the blue sky authorities of each other state in which the Company and Agent have agreed to offer the Shares and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and, to Agent's best knowledge, no proceedings are pending or threatened to revoke or limit any such status.
(c) This Agreement has been duly authorized, executed and delivered by Agent and is a valid and binding agreement on the part of Agent, enforceable in accordance with its terms, except as enforceability may be limited by the application of bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and by judicial limitations on the right of specific performance, and except as the enforceability of the indemnification or contribution provisions hereby may be affected by applicable federal or state securities laws.
(d) Agent hereby represents and warrants to, and agrees with, the Company that in connection with the Offering: (i) Agent has not distributed and will not distribute any prospectus or any other offering material in connection with the offering and sale of the Shares other than a Preliminary Prospectus (as defined in Section 2(a)) relating to the Offering and filed with the Commission or the Prospectus (as defined in Section 2(a)) or other materials permitted by the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated by the Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company or its counsel;
(ii) neither Agent nor any officer or other person employed by Agent will provide any information or make any representations to purchasers of the Shares, other than such information and representations as are either contained in a Preliminary Prospectus or the Prospectus or are not inconsistent with the information set forth in such Preliminary Prospectus or the Prospectus; and (iii) Agent will endeavor to comply with Rule 2310, Conduct Rules, of the National Association of Securities Dealers, Inc. Manual and similar applicable state and federal securities laws regarding the sui...
Representations and Warranties of Agent. Agent hereby represents and warrants to Subordinated Creditor that as of the date hereof: (a) Agent is an exempted company duly formed and validly existing under the laws of the Cayman Islands; (b) Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by Agent will not violate or conflict with the organizational documents of Agent, any material agreement binding upon Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of Agent, enforceable against Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles.
Representations and Warranties of Agent. Agent hereby represents and warrants to Subordinated Creditor that as of the date hereof: (a) Agent has the legal capacity and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Agreement by Agent will not violate or conflict with any material agreement binding upon Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (c) this Agreement is the legal, valid and binding obligation of Agent, enforceable against Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles.
Representations and Warranties of Agent. Agent hereby represents and warrants to the Subordinated Creditor that as of the date hereof: (a) Agent is a limited liability company duly formed and validly existing under the laws of the State of Delaware; (b) Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement on behalf of itself and the Senior Lenders, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by Agent will not violate or conflict with the organizational documents of Agent, any material agreement binding upon Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of Agent, enforceable against Agent and the Senior Lenders in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles.
Representations and Warranties of Agent. Agent represents and warrants to Owner now and on the date of each advance that:
Representations and Warranties of Agent. Agent hereby represents and warrants to the Subordinated Creditor that as of the date hereof: (a) Agent is a Delaware limited liability company; (b) Agent has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (c) the execution of this Agreement by Agent will not violate or conflict with the organizational documents of Agent, any material agreement binding upon Agent or any law, regulation or order or require any consent or approval which has not been obtained; and (d) this Agreement is the legal, valid and binding obligation of Agent, enforceable against Agent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles.
Representations and Warranties of Agent. WRSCO represents and warrants that it is a corporation duly organized and existing and in good standing under the laws of the State of Missouri, that it is duly qualified to carry on its business in the State of Kansas and wherever its duties require, that it has the power and authority under laws and by its Articles of Incorporation and Bylaws to enter into this Transfer Agency Agreement and to perform the services contemplated by this Agreement.
Representations and Warranties of Agent. Agent represents and warrants to the Purchaser Parties as follows:
Representations and Warranties of Agent. Agent represents and warrants to the Primary Parties that:
(a) Agent is a corporation and is validly existing and in good standing under the laws of the State of Missouri with full power and authority to provide the services to be furnished to the Primary Parties hereunder.
(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of Agent, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Agent, enforceable in accordance with its terms except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles.
(c) Each of Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Conversion and Offerings are consummated or terminated shall maintain all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services.
(d) No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement.
(e) Agent is registered as a broker/dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member of FINRA.
(f) Any funds received in the Offerings by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.
