Placement Agent's Representations and Warranties Clause Samples

The "Placement Agent's Representations and Warranties" clause sets out the specific assurances and guarantees that the placement agent makes to the other parties in a transaction. Typically, this includes statements confirming the agent's authority to enter into the agreement, compliance with applicable laws, and the accuracy of information provided to investors. By clearly outlining these representations, the clause helps allocate risk and ensures that all parties have a mutual understanding of the placement agent's obligations and the reliability of their statements.
Placement Agent's Representations and Warranties. The Placement Agent represents and warrants to and agrees with the Company that:
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Placement Agent's Representations and Warranties. The Placement Agent represents and warrants to and agrees with the Company that: (a) The Placement Agent is registered as a broker-dealer with the Securities and Exchange Commission and is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”). (b) The Placement Agent will not effect offers or sales of the Units in any jurisdiction unless it or its representative is duly licensed to effect offers and sales in such jurisdiction and the offer and sale of the Units are registered or exempt from registration in such jurisdiction. (c) The Placement Agent has duly authorized this Agreement and this Agreement is the valid, binding and enforceable obligation of the Placement Agent. (d) In making any offer of the Units, the Placement Agent will not make any material representation to potential investors not contained in the Transaction Documents which has not been authorized in writing by the Company. (e) The Placement Agent shall not utilize any general advertising or solicitation to offer the Units and shall otherwise comply in all respects with the requirements of Regulation D and applicable state and federal securities laws, rules and regulations applicable to Placement Agent and the activities of Placement Agent contemplated hereunder.
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Placement Agent's Representations and Warranties. The Placement Agent represents and warrants to and agrees with the Company that: (a) The Placement Agent is registered as a broker-dealer with the Securities and Exchange Commission and is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"). (b) The Placement Agent will not effect sales of the Units in any jurisdiction unless it or its representative is duly licensed to effect sales in such jurisdiction and the offer and sale of the Units are registered or exempt from registration in such jurisdiction. (c) The Placement Agent has duly authorized this Agreement and this Agreement is the valid, binding and enforceable obligation of the Placement Agent.
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Placement Agent's Representations and Warranties. Placement Agent hereby represents and warrants to Seller as follows:
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Placement Agent's Representations and Warranties. The Placement Agent represents and warrants to and agrees with PTN that: (a) The Placement Agent is registered as a broker-dealer with the Securities and Exchange Commission and the State of Delaware and is a member in good standing of the National Association of Securities Dealers, Inc. (b) The Placement Agent will not effect sales of the Shares in any jurisdiction, unless it or its representative is duly licensed to effect sales in such jurisdiction and the offer and sale of the Shares are registered or exempt from registration in such jurisdiction, nor shall it make any statements or representations inconsistent with the Registration Statement. (c) There are no NASD disciplinary matters or investigations pending against Placement Agent or any of its principals, directors, officers, members, managers, partners or control persons.
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Placement Agent's Representations and Warranties. The Placement Agent represents and warrants to and agrees with the Company that: (a) The Placement Agent is registered as a broker-dealer with the Securities and Exchange Commission and is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"). (b) The Placement Agent will not effect sales of the Units in any jurisdiction unless it or its representative is duly licensed, if necessary, to effect sales in such jurisdiction and the offer and sale of the Units are registered or exempt from registration in such jurisdiction. (c) The Placement Agent is duly formed as a limited liability company and is validly existing and in good standing under the laws of its state of formation. (d) Offers and sales of Units by the Placement Agent will be made solely to those whom Placement Agent reasonably believes are accredited investors in compliance with the provisions of Rule 502(c) of Regulation D and all applicable provisions of state securities laws covering the same subject matter, and the Placement Agent will furnish to each investor a copy of the Offering documents prior to accepting any payments for Units. Sales of Units will be made solely to those investors who represent in writing that they are accredited investors.
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Placement Agent's Representations and Warranties. Each of the Co-Placement Agents, jointly and severally, represent and warrant to and agree with the Company that: (a) Each of the Co-Placement Agents is registered as a broker and a dealer with the Securities and Exchange Commission and is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"). (b) Neither of the Co-Placement Agents will effect sales of the Units in any jurisdiction unless it or its representative is duly licensed to effect sales in such jurisdiction and the offer and sale of the Units are registered or exempt from registration in such jurisdiction. (c) Each of the Co-Placement Agents has duly authorized this Agreement and this Agreement is the valid, binding and enforceable obligation of the Co-Placement Agents.
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Placement Agent's Representations and Warranties. The Placement Agent represents and warrants to and agrees with the Company that: (a) The Placement Agent is registered as a broker-dealer with the Securities and Exchange Commission and is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"). (b) The Placement Agent will not effect sales of the Units in any jurisdiction unless it or its representative is duly licensed to effect sales in such jurisdiction and the offer and sale of the Units are registered or exempt from registration in such jurisdiction. (c) The Placement Agent has duly authorized this Agreement and this Agreement is the valid, binding and enforceable obligation of the Placement Agent. (d) The Placement Agent shall effect offers and sales of the Units in accordance with applicable federal and state securities laws and the rules of the NASD.
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Placement Agent's Representations and Warranties. The Placement Agent represents and warrants to and agrees with the Company that: (a) The Placement Agent is registered as a broker-dealer with the Securities and Exchange Commission and is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"). At all times while making sales of the Units, the Placement Agent will remain a member in good standing of the NASD. (b) The Placement Agent will not effect sales of the Units in any jurisdiction unless it or its representative is duly licensed to effect sales in such jurisdiction and the offer and sale of the Units are registered or exempt from registration in such jurisdiction. (c) With respect to the Placement Agent's participation in the offer and sale of the Company's securities pursuant to the Subscription Documents, the Placement Agent shall comply with any applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended, and the published rules and regulations of the Commission thereunder, and the applicable state securities or blue sky laws, and the Rules of the NASD. (d) The Placement Agent shall not give or provide any information or make any representation other than those contained in the Subscription Documents or any other document provided to the Placement Agent for such purpose by the Company. (e) The Placement Agent has duly authorized this Agreement and this Agreement is the valid, binding and enforceable obligation of the Placement Agent.
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Related to Placement Agent's Representations and Warranties

  • Client’s Representations and Warranties Client hereby represents and warrants to Adviser that: (i) Client has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms; (iii) Client’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of Client or any obligations by which Client is bound, whether arising by contract, operation of law or otherwise; (iv) Client will deliver to Adviser evidence of Client’s authority in compliance with such governing documents upon Adviser’s request; and (v) the Client is the owner of all cash, Investments and other assets in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash, securities or assets.

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

  • Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Purchaser Representations and Warranties The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;