Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows:
(a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.
(c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.
(d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.
(e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received.
(f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pend...
Representations and Warranties of the Agent. Stifel represents and warrants to the Primary Parties that:
(a) Stifel 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 Stifel, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Stifel, 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 the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Offering is 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 the Agent, threatened against the Agent which, if determined adversely to such 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 1934 Act and is a member of FINRA.
(f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.
Representations and Warranties of the Agent. The Agent represents and warrants to the Company that:
3.01. It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.
3.02. It has the legal power and authority to carry on its business in The Commonwealth of Massachusetts.
3.03. It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement.
3.04. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement.
3.05. It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended.
3.06. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
Representations and Warranties of the Agent. The Agent represents and warrants to the Trust that:
3.1 It is a corporation duly organized and existing and in good standing under the laws of the State of Florida.
3.2 It is duly qualified to carry on its business in the State of Florida.
3.3 It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with procedures established from time to time by mutual agreement between the Trust and the Agent.
Representations and Warranties of the Agent. The Agent represents, warrants and covenants to and with the Corporation that:
(a) it is a valid and subsisting corporation and in good standing under the law of the jurisdiction in which it was incorporated;
(b) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein;
(c) it is a broker registered under the Securities Laws; and
(d) it will sell the Offered Shares in compliance with the Securities Laws.
Representations and Warranties of the Agent. The Agent represents and warrants that:
(a) The Agent has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and is duly authorized to enter into and perform, and has duly executed and delivered, this Agreement.
(b) The Agent, and any authorized representative of the Agent performing services on its behalf, has maintained and will maintain all licenses and registrations necessary under applicable law and regulations (including the rules of FINRA) to provide the services required to be provided by the Agent under this Agreement.
(c) The Agent has not solicited and will not solicit any offer to buy, or offer to sell, Shares in any manner which would be inconsistent with applicable laws and regulations or with the procedures for solicitations contemplated by the Governing Documents or this Agreement, in any manner which would constitute a general solicitation or advertising with respect to Shares, including without limitation any advertisement, article, notice, or other communication published in any newspaper, magazine or similar medium or broadcast over television, radio or other means of electronic communication (unless access to that communication is limited to those persons eligible to purchase Shares) or any seminar or meeting whose attendees have been invited by any such general solicitation or advertising.
(d) The Agent will furnish to each subscriber of Shares, identified either by the Agent or the Fund, a current copy of the Fund’s Governing Documents, other Offering Materials, and subscription documentation for Shares, as applicable, prior to such person’s admission as an investor of the Fund or, to the extent applicable in the case of an additional investment by an existing investor, prior to the issuance of the additional Shares for which such existing investor has subscribed.
(e) No Agent Piece will contain an untrue statement of any material fact or omit to state any material fact necessary in order to make statements in such Agent Piece not misleading in light of the circumstances under which they were made.
(f) The Agent acknowledges that it understands that the Fund is relying on Section 506 of Regulation D under the Securities Act with respect to the offering of Shares. In furtherance of the foregoing, the Agent represents and warrants that neither it, nor any of its managers or managing members (if any), nor any Agent director, executive officer or other officer ...
Representations and Warranties of the Agent. Agent represents and warrants to the Primary Parties that:
(a) Agent is a corporation and is validly existing in good standing under the laws of the State of New Jersey with full power and authority to provide the services to be furnished to the Primary Parties hereunder.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Agent, and this Agreement is the legal, valid and binding agreement of Agent, enforceable in accordance with its terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and (iii) the extent, if any, that the provisions of Sections 10 or 11 hereof may be unenforceable as against public policy.
(c) Each of Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Reorganization is completed or terminated shall maintain all licenses, approvals and permits necessary to perform such services.
(d) No action, suit, charge or proceeding before the Commission, the NASD, 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 1934 Act and is a member of the National Association of Securities Dealers, Inc.
(f) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the “1934 Act”) to the extent applicable.
Representations and Warranties of the Agent. The Agent represents, warrants and covenants to and with the Corporation that:
(a) it is a valid and subsisting corporation and in good standing under the law of the jurisdiction in which it was incorporated;
(b) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein;
(c) this Agreement has been authorized, executed and delivered by the Agent and constitutes a valid and legally binding obligation of the Agent enforceable against the Agent in accordance with the terms hereof, except in any case as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;
(d) it is a broker registered under the Securities Laws; and
(e) it will sell the Offered Units in compliance with the Securities Laws.
Representations and Warranties of the Agent. The Agent represents and warrants to each Fund that:
a. It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts; and
b. The person executing this Agreement on its behalf has been duly authorized to act on its behalf.
Representations and Warranties of the Agent. Effective as of the Initial Closing Date, the Agent represents and warrants to each of the other parties hereto that:
(a) It is a national banking association duly organized and validly existing under the laws of the United States of America and has the full power and authority to enter into and perform its obligations under this Agreement and each other Operative Agreement to which it is or will be a party;
(b) The execution, delivery and performance by the Agent of this Agreement and each other Operative Agreement to which it is or will be a party are not, and will not be, inconsistent with the articles of incorporation or by-laws or other charter documents of the Agent, do not and will not contravene any applicable Law of the State of Florida or of the United States of America governing its activities and will not contravene any provision of, or constitute a default under any indenture, mortgage, contract or other instrument to which it is a party or by which it or its properties are bound, or require any consent or approval of any Governmental Authority under any applicable law, rule or regulation of the State of Florida or any federal law, rule or regulation of the United States of America governing its activities; and
(c) Each of this Agreement and each other Operative Agreement to which it is a party has been, or when executed and delivered will be, duly authorized by all necessary corporate action on the part of the Agent and has been, or on such Closing Date will be, duly executed and delivered by the Agent and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, will constitute a legal, valid and binding obligation enforceable against the Agent in accordance with the terms thereof.
