Common use of Agent’s Representations, Warranties and Covenants Clause in Contracts

Agent’s Representations, Warranties and Covenants. The Agent represents and warrants to and agrees with the Company that: 11.1. Agent is a corporation duly incorporated and existing under the laws of the State of Maryland . Agent is registered with the Securities Exchange Commission and is a member in good standing of the NASD. 11.2. Agent understands and acknowledges that the Debentures are not being registered under the Act, and that the Offering is to be conducted pursuant to Regulation D, Section 4(2) of the Act, or Regulation S, and that the Company is not making the disclosures required for offerings to purchasers other than accredited investors. Accordingly, in conducting its activities under this Agreement, Agent shall offer Debentures only to "accredited investors," as defined in Regulation D.

Agent’s Representations, Warranties and Covenants. The Agent represents and warrants to and agrees with the Company that: 11.1. Agent is a corporation duly incorporated and existing under the laws of the State of Maryland . Agent is registered with the Securities Exchange Commission and is a member in good standing of the NASD. 11.2. Agent understands and acknowledges that the Debentures Securities are not being registered under the Act, and that the Offering is to be conducted pursuant to Regulation D, Section 4(2) of the Act, or Regulation S, and that the Company is not making the disclosures required for offerings to purchasers other than accredited investors. Accordingly, in conducting its activities under this Agreement, Agent shall offer Debentures Securities only to "accredited investors," as defined in Regulation D.