Representations and Warranties of Agent. Agent represents and warrants to the Company that: (a) Agent is registered as a broker-dealer with the Commission and is a member of the NASD, and is in good standing with the Commission and the NASD. (b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Agent, and this Agreement is a legal valid and binding obligation of Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section 8 hereof may be unenforceable as against public policy). (d) Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, shall be duly authorized, and shall have all licenses, approvals and permits necessary, to perform its services hereunder; and Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Shares. (e) The execution and delivery of this Agreement by Agent, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter or Bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order. (f) Any funds received by Agent to purchase shares of the Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇. (g) There is not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 2 contracts
Sources: Sales Agency Agreement (Wellbrook Properties, Inc.), Sales Agency Agreement (Wellbrook Properties, Inc.)
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission corporation duly organized, validly existing and is a member of the NASD, and is in good standing under the laws of the State of Illinois with the Commission and the NASDall requisite corporate power to carry on its business.
(b) Agent is validly existing licensed as a corporation 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 under of the laws National Association of its jurisdiction of incorporationSecurities Dealers, with full corporate power and authority Inc. (the "NASD"), and, to provide the services Agent's best knowledge, no proceedings are pending or threatened to be furnished to the Company hereunderrevoke or limit any such status.
(c) The execution and delivery of this This Agreement and the consummation of the transactions contemplated hereby have has been duly authorized, executed and validly authorized delivered by all necessary corporate action Agent and is a valid and binding agreement on the part of Agent, and this Agreement is a legal valid and binding obligation of Agent, enforceable in accordance with its terms (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 thereof of the indemnification or contribution provisions hereby may be limited affected by bankruptcy, insolvency, moratorium, reorganization applicable federal or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section 8 hereof may be unenforceable as against public policy)state securities laws.
(d) Agent hereby represents and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, shall be duly authorizedwarrants to, and shall have all licensesagrees with, approvals and permits necessary, to perform its services hereunder; and the Company that in connection with the Offering: (i) Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale has not distributed and will remain registered not distribute any prospectus or any other offering material in such jurisdictions in which connection with the Company is relying on such registration for the offering and sale of the Shares.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;
(eii) The execution and delivery of this Agreement neither Agent nor any officer or other person employed by Agent, the fulfillment Agent will provide any information or make any representations to purchasers of the terms 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 herein in such Preliminary Prospectus or the Prospectus; and the consummation (iii) Agent will endeavor to comply with Rule 2310, Conduct Rules, of the transactions contemplated hereby shall not violate or conflict with National Association of Securities Dealers, Inc. Manual and similar applicable state and federal securities laws regarding the corporate Charter or Bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares suitability of the Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇for its customers.
(g) There is not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 2 contracts
Sources: Agency Agreement (First Shares Bancorp Inc), Agency Agreement (First Shares Bancorp Inc)
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and is a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.
(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Agent, and this Agreement is a legal valid and binding obligation of Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section Sections 7 and 8 hereof may be unenforceable as against public policy).
(d) Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, Agent shall be duly authorized, authorized and shall have all licenses, approvals and permits necessary, to perform its services hereunder; such services, and Agent is a registered selling agent in the jurisdictions in which the Certificates and Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Certificates and Shares.
(e) The execution and delivery of this Agreement by Agent, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter charter or Bylaws bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares of the Certificates or Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇1934 Act.
(g) There is Th▇▇▇ ▇▇ not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 2 contracts
Sources: Sales Agency Agreement (Cornerstone Ministries Investments Inc), Sales Agency Agreement (Pif/Cornerstone Ministries Investments Inc)
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and is a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.
(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Agent, and this Agreement is a legal valid and binding obligation of Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' ’ rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section Sections 7 and 8 hereof may be unenforceable as against public policy).
(d) Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, Agent shall be duly authorized, authorized and shall have all licenses, approvals and permits necessary, to perform its services hereunder; such services, and Agent is a registered selling agent in the jurisdictions in which the Bonds and Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Bonds and Shares.
(e) The execution and delivery of this Agreement by Agent, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter charter or Bylaws bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares of the Bonds or Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇.
(g) There is not now pending nor, to Agent's ’s knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's ’s activities as a broker-dealer.
Appears in 2 contracts
Sources: Sales Agency Agreement (Cornerstone Ministries Investments Inc), Sales Agency Agreement (Cornerstone Ministries Investments Inc)
Representations and Warranties of Agent. Agent represents --------------------------------------- and warrants to the Company Primary Parties that:
(a) Agent is registered as a broker-dealer with the Commission corporation and is a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction the State of incorporation, New Jersey with full corporate power and authority to provide the services to be furnished to the Company Primary Parties hereunder.
(cb) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Agent, and this Agreement is a legal the Letter Agreement are the legal, valid and binding obligation agreements 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, reorganization conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors' rights generally or by generally, (ii) general equity principles, principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to (iii) the extent extent, if any, that the provisions of Section 8 Sections 10 or 11 hereof may be unenforceable as against public policy).
(dc) Each of Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, shall be duly authorizedhave, and until the Offering is completed or terminated shall have maintain all licenses, approvals and permits necessary, necessary to perform its services hereunder; and Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Sharesservices.
(ed) The execution and delivery of this Agreement by AgentNo action, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter or Bylaws of Agent or violatesuit, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares of the Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇.
(g) There is not now pending nor, to Agent's knowledge, threatened against Agent any action charge or proceeding before the Commission, the NASD, any state securities commission or any state court is pending, or federal court concerning to the knowledge of Agent threatened, against Agent which, if determined adversely to Agent's activities , 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 NASD.
(f) Any funds received in the Offering by Agent will be handled by Agent in accordance with Rule 15c2-dealer4 under the Securities Exchange Act of 1934, as amended (the "1934 Act") to the extent applicable.
Appears in 1 contract
Representations and Warranties of Agent. The Agent hereby represents and warrants to the Company thatas follows, which representations and warranties shall be made as of the execution of this Agreement until this Agreement has been terminated:
(a) The Agent (i) has been duly organized, is registered validly existing and in good standing as a broker-dealer with the Commission and is Minnesota corporation, (ii) has qualified to do business as a member of the NASD, foreign corporation and is in good standing with in each jurisdiction where the Commission character of its properties or the nature of its activities (including without limitation activities of the Agent hereunder) makes such qualification necessary, and the NASD(iii) has full power, authority and legal right to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.
(c) The execution and delivery by the Agent of this Agreement and are within the consummation power of the transactions contemplated hereby Agent and have been duly and validly authorized by all necessary corporate action on the part of the Agent, . Neither the execution and delivery of this Agreement is a legal valid and binding obligation nor the consummation of Agentthe transactions herein contemplated, enforceable in accordance nor compliance with its terms (except as the enforceability thereof may be limited by bankruptcyprovisions hereof, insolvency, moratorium, reorganization will conflict with or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered result in a proceeding in equity breach of, or at lawconstitute a default under, and except to the extent that any of the provisions of Section 8 hereof may be unenforceable as against public policy)any Governmental Rule binding on the Agent, the charter or bylaws of the Agent, or any of the provisions of any Material Agreement to which the Agent is a party or by which it is bound; nor will they result in the creation or imposition of any lien, charge or encumbrance upon any of Agent's property pursuant to the terms of any Material Agreement.
(c) The Agent has obtained all governmental consents, licenses, approvals and authorizations, registrations and declarations which are necessary for the execution, delivery, performance, validity and enforceability of Agent's obligations under this Agreement.
(d) Agent and each There are no actions, suits or proceedings pending or, to the knowledge of its employeesthe Agent, agents and representatives who shall perform threatened against or affecting the Agent, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the services required hereunder transactions contemplated by this Agreement, or which will, if determined adversely to be performed by the Agent, shall be duly authorizedmaterially and adversely affect it or its business, and shall have all licensesassets, approvals and permits necessaryoperations or condition, financial or otherwise, or adversely affect the Agent's ability to perform its services hereunder; and obligations under this Agreement. The Agent is a registered selling agent 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 jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Sharestransactions contemplated by this Agreement.
(e) The Agent has obtained all necessary consents, approvals, waivers and notifications of creditors, lessors and other nongovernmental persons in connection with the execution and delivery of this Agreement by AgentAgreement, the fulfillment of the terms set forth herein and the consummation of all the transactions contemplated hereby shall not violate or conflict with the corporate Charter or Bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or orderherein contemplated.
(f) Any funds received by When the Registration Statement shall become effective and when any post-effective amendment thereto shall become effective, the Agent Disclosure Statements in the Registration Statement will not or did not contain any untrue statement of a material fact or omit to purchase shares state a material fact required to be stated therein or necessary to make the statements therein, in light of the Shares circumstances in which they were made, not misleading. When the Registration Statement is or was declared effective by the Commission and at all times subsequent thereto until the termination of the Offering, the Agent Disclosure Statements in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto) will be handled not or did not contain any untrue statement of a material fact or omit to state a material fact required to the stated therein or necessary in accordance with Rule 15c2-4 order to make the statements therein, in light of the circumstances in which they were made, not misleading. "Agent Disclosure Statements" shall mean any statements or disclosures included within or the subject of the Registration Statement or the Prospectus, which are either (i) included within the disclosure under the ▇▇▇▇ ▇▇▇.
heading "Plan of Distribution" in the Prospectus, or (gii) There is not now pending norbased upon and conform to written information relating to the Agent furnished in writing to the Company by the Agent specifically for use in the preparation of the Registration Statement or the Prospectus, to Agent's knowledgeor any such amendment or supplement thereto; provided, threatened against Agent any action or proceeding before the Commissionhowever, the NASDAgent makes no representation with respect to any Agent Disclosure Statement made without the consent of the Agent, any state securities commission or any state or federal court concerning Agent's activities as with respect to which the Agent has provided the Company a broker-dealerwritten objection.
Appears in 1 contract
Sources: Distribution and Management Agreement (Onyx Acceptance Corp)
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and is a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.
(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Agent, and this Agreement is a legal valid and binding obligation of Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section Sections 7 and 8 hereof may be unenforceable as against public policy).
(d) Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, Agent shall be duly authorized, authorized and shall have all licenses, approvals and permits necessary, to perform its services hereunder; such Confidential Services, and Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Shares.
(e) The execution and delivery of this Agreement by Agent, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter charter or Bylaws bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares of the Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇1934 Act.
(g) There is Th▇▇▇ ▇▇ not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and is a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.
(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Agent, and this Agreement is a legal valid and binding obligation of Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section Sections 7 and 8 hereof may be unenforceable as against public policy).
(d) Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, Agent shall be duly authorized, authorized and shall have all licenses, approvals and permits necessary, to perform its services hereunder; such Confidential Services, and Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Shares.
(e) The execution and delivery of this Agreement by Agent, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter charter or Bylaws bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares of the Shares will be handled in accordance with Rule 15c2-4 under the 1934 Act.
(g) T▇▇▇▇ ▇▇▇.
(g) There is ▇ not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and is a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.
(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Agent, and this Agreement is a legal valid and binding obligation of Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section Sections 7 and 8 hereof may be unenforceable as against public policy).
(d) Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, Agent shall be duly authorized, authorized and shall have all licenses, approvals and permits necessary, to perform its services hereunder; such services, and Agent is a registered selling agent in the jurisdictions in which the Shares Common Stock and Certificates are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the SharesCommon Stock and/or Certificates.
(e) The execution and delivery of this Agreement by Agent, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter charter or Bylaws bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares of the Shares Common Stock or Certificates will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇1934 Act.
(g) There is not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Sources: Sales Agency Agreement (Cornerstone Ministries Investments Inc)
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and is a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.
(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Agent, and this Agreement is a legal valid and binding obligation of Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section Sections 7 and 8 hereof may be unenforceable as against public policy).
(d) Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, Agent shall be duly authorized, authorized and shall have all licenses, approvals and permits necessary, to perform its services hereunder; such services, and Agent is a registered selling agent in the jurisdictions in which the Certificates and Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Certificates and Shares.
(e) The execution and delivery of this Agreement by Agent, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter charter or Bylaws bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares of the Certificates or Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇1934 Act.
(g) There is not now ▇▇▇ ▇▇▇ pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Sources: Sales Agency Agreement (Cornerstone Ministries Investments Inc)
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission corporation duly organized, validly existing and is a member of the NASD, and is in good standing under the laws of the State of Illinois with the Commission and the NASDall requisite corporate power to carry on its business.
(b) Agent is validly existing licensed as a corporation 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 Selling Shareholder and Agent have agreed to offer the Shares and is a member in good standing under of the laws National Association of its jurisdiction of incorporationSecurities Dealers, with full corporate power and authority Inc. (the "NASD"), and, to provide the services Agent's best knowledge, no proceedings are pending or threatened to be furnished to the Company hereunderrevoke or limit any such status.
(c) The execution and delivery of this This Agreement and the consummation of the transactions contemplated hereby have has been duly authorized, executed and validly authorized delivered by all necessary corporate action Agent and is a valid and binding agreement on the part of Agent, and this Agreement is a legal valid and binding obligation of Agent, enforceable in accordance with its terms (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 thereof of the indemnification or contribution provisions hereby may be limited affected by bankruptcy, insolvency, moratorium, reorganization applicable federal or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section 8 hereof may be unenforceable as against public policy)state securities laws.
(d) Agent hereby represents and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, shall be duly authorizedwarrants to, and shall have all licensesagrees with, approvals the Company and permits necessary, to perform its services hereunder; and the Selling Shareholder that in connection with the Offering: (i) Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale has not distributed and will remain registered not distribute any prospectus or any other offering material in such jurisdictions in which connection with the Company is relying on such registration for the offering and sale of the Shares.
Shares other than a Preliminary Prospectus (eas defined in Section 2(a)) The execution relating to the Offering and delivery filed with the Commission or the Prospectus (as defined in Section 2(a)) or other materials permitted by the Securities Act of this Agreement 1933, as amended (the "Securities Act"), and the rules and regulations promulgated by Agent, the fulfillment Commission thereunder (the "Rules") to be distributed by the Agent and consented to by the Company and the Selling Shareholder or their 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 terms 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 herein in such Preliminary Prospectus or the Prospectus which shall be pre-approved by the Company and the consummation Selling Shareholder; and (iii) Agent will endeavor to comply with Rule 2310, Conduct Rules, of the transactions contemplated hereby shall not violate or conflict with National Association of Securities Dealers, Inc. Manual and similar applicable state and federal securities laws regarding the corporate Charter or Bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares suitability of the Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇for its customers.
(g) There is not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Representations and Warranties of Agent. Agent represents and warrants to the Company Primary Parties that:
(a) Agent is registered as a broker-dealer with the Commission corporation and is a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction the State of incorporation, New Jersey with full corporate power and authority to provide the services to be furnished to the Company Primary Parties hereunder.
(cb) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Agent, and this Agreement is a legal the Letter Agreement are the legal, valid and binding obligation agreements 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, reorganization conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors' ’ rights generally or by generally, (ii) general equity principles, principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to (iii) the extent extent, if any, that the provisions of Section 8 Sections 10 or 11 hereof may be unenforceable as against public policy).
(dc) Each of Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, shall be duly authorizedhave, and until the Offering is completed or terminated shall have maintain all licenses, approvals and permits necessary, necessary to perform its services hereunder; and Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Sharesservices.
(ed) The execution and delivery of this Agreement by AgentNo action, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter or Bylaws of Agent or violatesuit, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares of the Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇.
(g) There is not now pending nor, to Agent's knowledge, threatened against Agent any action charge or proceeding before the Commission, the NASD, any state securities commission or any state court is pending, or federal court concerning to the knowledge of Agent threatened, against Agent which, if determined adversely to Agent's activities , 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 NASD.
(f) Any funds received in the Offering by Agent will be handled by Agent in accordance with Rule 15c2-dealer4 under the Securities Exchange Act of 1934, as amended (the “1934 Act”) to the extent applicable.
Appears in 1 contract
Representations and Warranties of Agent. The Agent hereby represents and warrants to the Company thatas follows, which representations and warranties shall be made as of the execution of this Agreement until this Agreement has been terminated:
(a) The Agent (i) has been duly organized, is registered validly existing and in good standing as a broker-dealer with the Commission and is Minnesota corporation, (ii) has qualified to do business as a member of the NASD, foreign corporation and is in good standing with in each jurisdiction where the Commission character of its properties or the nature of its activities (including without limitation activities of the Agent hereunder) makes such qualification necessary, and the NASD(iii) has full power, authority and legal right to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.
(c) The execution and delivery by the Agent of this Agreement and are within the consummation power of the transactions contemplated hereby Agent and have been duly and validly authorized by all necessary corporate action on the part of the Agent, . Neither the execution and delivery of this Agreement is a legal valid and binding obligation nor the consummation of Agentthe transactions herein contemplated, enforceable in accordance nor compliance with its terms (except as the enforceability thereof may be limited by bankruptcyprovisions hereof, insolvency, moratorium, reorganization will conflict with or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered result in a proceeding in equity breach of, or at lawconstitute a default under, and except to the extent that any of the provisions of Section 8 hereof may be unenforceable as against public policy)any Governmental Rule binding on the Agent, the charter or by-laws of the Agent, or any of the provisions of any Material Agreement to which the Agent is a party or by which it is bound; nor will they result in the creation or imposition of any lien, charge or encumbrance upon any of Agent's property pursuant to the terms of any Material Agreement.
(c) The Agent has obtained all governmental consents, licenses, approvals and authorizations, registrations and declarations which are necessary for the execution, delivery, performance, validity and enforceability of Agent's obligations under this Agreement.
(d) Agent and each There are no actions, suits or proceedings pending or, to the knowledge of its employeesthe Agent, agents and representatives who shall perform threatened against or affecting the Agent, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the services required hereunder transactions contemplated by this Agreement, or which will, if determined adversely to be performed by the Agent, shall be duly authorizedmaterially and adversely affect it or its business, and shall have all licensesassets, approvals and permits necessaryoperations or condition, financial or otherwise, or adversely affect the Agent's ability to perform its services hereunder; and obligations under this Agreement. The Agent is a registered selling agent 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 jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Sharestransactions contemplated by this Agreement.
(e) The Agent has obtained all necessary consents, approvals, waivers and notifications of creditors, lessors and other nongovernmental persons in connection with the execution and delivery of this Agreement by AgentAgreement, the fulfillment of the terms set forth herein and the consummation of all the transactions contemplated hereby shall not violate or conflict with the corporate Charter or Bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or orderherein contemplated.
(f) Any funds received by When the Registration Statement shall become effective and when any post-effective amendment thereto shall become effective, the Agent Disclosure Statements in the Registration Statement will not or did not contain any untrue statement of a material fact or omit to purchase shares state a material fact required to be stated therein or necessary to make the statements therein, in light of the Shares circumstances in which they were made, not misleading. When the Registration Statement is or was declared effective by the Commission and at all times subsequent thereto until the termination of the Offering, the Agent Disclosure Statements in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto) will be handled not or did not contain any untrue statement of a material fact or omit to state a material fact required to the stated therein or necessary in accordance with Rule 15c2-4 order to make the statements therein, in light of the circumstances in which they were made, not misleading. "Agent Disclosure Statements" shall mean any statements or disclosures included within or the subject of the Registration Statement or the Prospectus, which are either (i) included within the disclosure under the ▇▇▇▇ ▇▇▇.
heading "Plan of Distribution" in the Prospectus, or (gii) There is not now pending norbased upon and conform to written information relating to the Agent furnished in writing to the Company by the Agent specifically for use in the preparation of the Registration Statement or the Prospectus, to Agent's knowledgeor any such amendment or supplement thereto; provided, threatened against Agent any action or proceeding before the Commissionhowever, the NASDAgent makes no representation with respect to any Agent Disclosure Statement made without the consent of the Agent, any state securities commission or any state or federal court concerning Agent's activities as with respect to which the Agent has provided the Company a broker-dealerwritten objection.
Appears in 1 contract
Sources: Distribution and Management Agreement (Onyx Acceptance Corp)
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and is a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.
(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Agent, and this Agreement is a legal valid and binding obligation of Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section Sections 7 and 8 hereof may be unenforceable as against public policy).
(d) Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, Agent shall be duly authorized, authorized and shall have all licenses, approvals and permits necessary, to perform its services hereunder; such services, and Agent is a registered selling agent in the jurisdictions in which the Bonds and Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Bonds and Shares.
(e) The execution and delivery of this Agreement by Agent, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter charter or Bylaws bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares of the Bonds or Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇1934 Act.
(g) There is Th▇▇▇ ▇▇ not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Sources: Sales Agency Agreement (Cornerstone Ministries Investments Inc)
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and is a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.
(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Agent, and this Agreement is a legal valid and binding obligation of Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section Sections 7 and 8 hereof may be unenforceable as against public policy).
(d) Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, Agent shall be duly authorized, authorized and shall have all licenses, approvals and permits necessary, to perform its services hereunder; such services, and Agent is a registered selling agent in the jurisdictions in which the Certificates and Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Certificates and Shares.
(e) The execution and delivery of this Agreement by Agent, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter charter or Bylaws bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares of the Certificates or Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇.
(g) There is not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Sources: Sales Agency Agreement (Cornerstone Ministries Investments Inc)
Representations and Warranties of Agent. The Agent hereby represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and is a member of the NASDIt, and is to its best knowledge, any subagents employed by it, are members in good standing of the Financial Industry Regulatory Authority (“FINRA”) or are associated with the Commission and the NASDsuch a member.
(b) Agent is validly existing as a corporation It, and to its best knowledge, any subagents employed by it, are registered broker-dealers in good standing under the appropriate laws and regulations of its jurisdiction each of incorporationthe states in which offers, with full corporate power and authority to provide offers for sale, or sales of the services to Units will be furnished to made by the Company hereunderAgent or subagent.
(c) The execution It, and any subagent employed by it, will not offer the Units for sale to, sell to, or solicit any offers to subscribe for the Units from, any offeree who resides in a state where the Blue Sky laws require offerees to meet specified qualifications, unless such offeree meets such qualifications; where Blue Sky laws require offerees to receive disclosure documents, until it has delivered a Memorandum, including exhibits, and any other information provided by the Company which is required to be delivered to purchasers pursuant to Rule 502(b)(2) under the Act, to such offeree. Within a reasonable time prior to the Closing Date respecting such purchase, it or its subagents shall deliver all such documents to all persons who are to purchase the Units, to the extent they have not theretofore received such documents.
(d) It, and any subagent employed by it, will make offers to sell the Units to, sell to, or solicit offers to subscribe for the Units from, persons only from those states or other jurisdictions where the Company has either qualified or registered the Private Placement for sale or determined that an exemption from such qualification or registration is available under the applicable Blue Sky laws of such states or jurisdictions. It, and any subagent employed by it, will not offer, sell or solicit offers for the Units to or from any person unless, immediately before making such offer, sale or solicitation, it or the subagent reasonably believes such person (1) would be able to represent that such person is acquiring the Units for such person’s own account as principal for investment and not with a view to resale or distribution, and (2) qualifies as an accredited investor as defined in Rule 501 of Regulation D under the Act.
(e) Upon the delivery of this Agreement and to it by the consummation Company of the transactions contemplated hereby have requisite number of copies thereof, it will promptly distribute to each person to whom a Memorandum was given a copy of any amendment thereof or supplement thereto approved by it.
(f) The Agent has full legal right, power and authority to enter into this Agreement, This Agreement has been duly authorized, executed and validly authorized delivered by all necessary corporate action on the part of Agent, Agent and this Agreement it is a legal the valid and binding obligation of the Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by the application of bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement rights of creditors' rights creditors generally or and by general equity principles, regardless judicial limitation s on the right of whether such enforceability is considered in a proceeding in equity or at lawspecific performance, and except to as the extent that enforceability of the indemnification or contribution provisions of Section 8 hereof may be determined to be unenforceable as against public policy).
(d) Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, shall be duly authorized, and shall have all licenses, approvals and permits necessary, to perform its services hereunder; and Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Shares.
(e) The execution and delivery of this Agreement by Agent, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter or Bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound policy or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares of the Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇applicable securities laws.
(g) There is not now pending nor, to Agent's knowledge, threatened against The Agent any action or proceeding before will conduct its obligations in connection with the Commission, offer and sale of the NASD, any Units in a manner complying in all material respects with the terms of the Memorandum and applicable federal and state securities commission or any state or federal court concerning Agent's activities as a broker-dealerlaws including, without limitation, Rules 502 and 506 of Regulation D under the Act. The representations and warranties of the Agent shall survive the Closing(s) contemplated herein.
Appears in 1 contract
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission and is a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.
(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Agent, and this Agreement is a legal valid and binding obligation of Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section Sections 7 and 8 hereof may be unenforceable as against public policy).
(d) Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, Agent shall be duly authorized, authorized and shall have all licenses, approvals and permits necessary, to perform its services hereunder; such Confidential Services, and Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Shares.
(e) The execution and delivery of this Agreement by Agent, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter charter or Bylaws bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares of the Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇1934 Act.
(g) There is not now pending no▇ ▇▇▇ ▇ending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Representations and Warranties of Agent. Agent represents and warrants to the Company that:
(a) Agent is registered as a broker-dealer with the Commission corporation duly organized, validly existing and is a member of the NASD, and is in good standing under the laws of the State of Illinois with the Commission and the NASDall requisite corporate power to carry on its business.
(b) Agent is validly existing licensed as a corporation 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 Securities and is a member in good standing under of the laws National Association of its jurisdiction of incorporationSecurities Dealers, with full corporate power and authority Inc. (the "NASD"), and, to provide the services Agent's best knowledge, no proceedings are pending or threatened to be furnished to the Company hereunderrevoke or limit any such status.
(c) The execution and delivery of this This Agreement and the consummation of the transactions contemplated hereby have has been duly authorized, executed and validly authorized delivered by all necessary corporate action Agent and is a valid and binding agreement on the part of Agent, and this Agreement is a legal valid and binding obligation of Agent, enforceable in accordance with its terms (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 thereof of the indemnification or contribution provisions hereby may be limited affected by bankruptcy, insolvency, moratorium, reorganization applicable federal or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section 8 hereof may be unenforceable as against public policy)state securities laws.
(d) Agent hereby represents and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, shall be duly authorizedwarrants to, and shall have all licensesagrees with, approvals and permits necessary, to perform its services hereunder; and the Company that in connection with the Offering: (i) Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale has not distributed and will remain registered not distribute any prospectus or any other offering material in such jurisdictions in which connection with the Company is relying on such registration for the offering and sale of the Shares.Securities 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;
(eii) The execution and delivery of this Agreement neither Agent nor any officer or other person employed by Agent, the fulfillment Agent will provide any information or make any representations to purchasers of the terms Securities, 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 herein in such Preliminary Prospectus or the Prospectus which shall be pre-approved by the Company; and the consummation (iii) Agent will endeavor to comply with Rule 2310, Conduct Rules, of the transactions contemplated hereby shall not violate or conflict with National Association of Securities Dealers, Inc. Manual and similar applicable state and federal securities laws regarding the corporate Charter or Bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares suitability of the Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇Securities for its customers.
(g) There is not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Representations and Warranties of Agent. The Agent hereby represents and warrants to the Company thatas follows, which representations and warranties shall be deemed to be made continuously from and as of the date hereof until this Offering is terminated or such earlier date that this Agreement has been terminated:
(a) The Agent (i) has been duly organized, is registered validly existing and in good standing as a broker-dealer with the Commission and is Minnesota corporation, (ii) has qualified to do business as a member of the NASD, foreign corporation and is in good standing with in each jurisdiction where the Commission character of its properties or the nature of its activities (including without limitation activities of the Agent hereunder) makes such qualification necessary, and (iii) has full power, authority and legal right to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement. The Agent is a member in good standing of the NASD.
(b) The Agent is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with has full corporate requisite power and authority to provide enter into this Agreement and perform the services transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Agent and is a valid and binding agreement on the part of the Agent, enforceable against the Agent in accordance with its terms subject to be furnished bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to the Company hereunder.
(c) or affecting creditors' rights and to general principles of equity. The execution and delivery performance of this Agreement and the consummation of the transactions herein contemplated hereby have been duly will not result in a breach or violation of any of the terms and validly authorized provisions of, or constitute a default under:
(i) any Material Agreement to which the Agent is a party or by which the Company or its properties may be bound;
(ii) the articles of incorporation or bylaws of the Agent, or
(iii) any applicable law, order, rule, regulation, writ, injunction, judgment or decree of any court, government or governmental agency or body, domestic or foreign, having jurisdiction over the Agent or over its properties.
(c) The Agent has obtained all governmental consents, licenses, approvals and authorizations, registrations and declarations which are necessary corporate action on for the part execution, delivery, performance, validity and enforceability of Agent, and 's obligations under this Agreement Agreement. The Agent is a legal valid registered broker-dealer in good standing under the appropriate laws and binding obligation regulations of each of the states in which offers or solicitations of offers to subscribe for the Notes will be made by the Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section 8 hereof may be unenforceable as against public policy).
(d) Agent and each There are no actions, suits or proceedings pending or, to the knowledge of its employeesthe Agent, agents and representatives who shall perform threatened against or affecting the Agent, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the services required hereunder transactions contemplated by this Agreement, or which will, if determined adversely to be performed by the Agent, shall be duly authorizedmaterially and adversely affect it or its business, and shall have all licensesassets, approvals and permits necessaryoperations or condition, financial or otherwise, or adversely affect the Agent's ability to perform its services hereunder; and obligations under this Agreement. The Agent is a registered selling agent 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 jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Sharestransactions contemplated by this Agreement.
(e) The Agent has obtained all necessary consents, approvals, waivers and notifications of creditors, lessors and other nongovernmental persons in connection with the execution and delivery of this Agreement by AgentAgreement, the fulfillment of the terms set forth herein and the consummation of all the transactions contemplated hereby shall not violate or conflict with the corporate Charter or Bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or orderherein contemplated.
(f) Any funds received by Agent to purchase shares When the Prospectus Supplement is or was filed with the Commission and at all times subsequent thereto until the termination of the Shares Offering, the Agent Disclosure Statements in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto) will not or did not contain any untrue statement of a material fact or omit to state a material fact required to be handled stated therein or necessary in accordance order to make the statements therein, in light of the circumstances in which they were made, not misleading. "Agent Disclosure Statements" shall mean any statements or disclosures included within or the subject of the Registration Statement or the Prospectus, which, when the Prospectus Supplement is or was filed with Rule 15c2-4 the Commission and at all times subsequent thereto, are either (i) included within the disclosure under the ▇▇▇▇ ▇▇▇.
heading "Plan of Distribution" in the Prospectus Supplement, or (gii) There is not now pending norbased upon and conform to written information relating to the Agent furnished in writing to the Company by the Agent specifically for use in the preparation of the Prospectus Supplement, or any further supplement to Agent's knowledgethe Prospectus; provided, threatened against Agent any action or proceeding before the Commissionhowever, the NASDAgent makes no representation with respect to any Agent Disclosure Statement made without the consent of the Agent, any state securities commission or any state or federal court concerning Agent's activities as with respect to which the Agent has provided the Company a broker-dealerwritten objection.
Appears in 1 contract
Sources: Distribution and Management Agreement (Metris Companies Inc)
Representations and Warranties of Agent. The Agent represents and warrants to the Company that:and the Bank as follows: ▇▇▇▇, ▇▇▇▇ & Co., Inc. August __, 1998 Page 11
(a) The Agent is registered as a broker-dealer with the Commission corporation and is a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction the State of incorporation, New Jersey and under the rules and regulations of the Commission and the NASD with full corporate power and authority to provide the services to be furnished to the Company and the Bank hereunder.
(b) The Agent is registered as a broker-dealer with the Commission and the NASD.
(c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate 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 the legal, valid and binding obligation agreement of the Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally or by generally, and subject, as to the enforcement of remedies, including the remedy to specific performance and injunctive and other forms of equitable relief which may be subject to certain equitable defenses and to the discretion of the court before which any proceeding may be brought, to general principles of equity principles, regardless of whether such the enforceability is considered in a proceeding at law or in equity or at law, and except to the extent that the provisions of Section 8 hereof may be unenforceable as against public policyequity).
(d) Each of the Agent and each of its employees, agents and representatives who shall perform any of are assigned to the services required hereunder to be performed by Agent, shall be duly authorized, and shall transaction contemplated hereby have all licenses, approvals and permits necessary, to perform its services hereundersuch services; and the Agent is a registered selling agent in the jurisdictions in which the Shares are it is required to be offered for sale registered in order to perform its obligations under this Agreement and will remain registered in such jurisdictions in which until the Company Conversion is relying on such registration for the sale of the Sharesconsummated or terminated.
(e) The execution and delivery of this Agreement by Agent, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter or Bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares of the Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇.
(g) There is not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.
Appears in 1 contract
Representations and Warranties of Agent. Agent represents and warrants to the Company Primary Parties that:
(a) Agent is registered as a broker-dealer with the Commission corporation and is a member of the NASD, and is in good standing with the Commission and the NASD.
(b) Agent is validly existing as a corporation in good standing under the laws of its jurisdiction the State of incorporation, New Jersey with full corporate power and authority to provide the services to be furnished to the Company Primary Parties hereunder.
(cb) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Agent, and this Agreement and is a legal the legal, valid and binding obligation 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, reorganization conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors' rights generally or by generally, (ii) general equity principles, principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to (iii) the extent extent, if any, that the provisions of Section 8 Sections 10 or 11 hereof may be unenforceable as against public policy).. 13 NEXT PAGE
(dc) Each of Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, shall be duly authorizedhave, and until the Offering is completed or terminated shall have maintain all licenses, approvals and permits necessary, necessary to perform its services hereunder; and Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Sharesservices.
(ed) The execution and delivery of this Agreement by AgentNo action, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter or Bylaws of Agent or violatesuit, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.
(f) Any funds received by Agent to purchase shares of the Shares will be handled in accordance with Rule 15c2-4 under the ▇▇▇▇ ▇▇▇.
(g) There is not now pending nor, to Agent's knowledge, threatened against Agent any action charge or proceeding before the Commission, the NASD, any state securities commission or any state court is pending, or federal court concerning to the knowledge of Agent threatened, against Agent which, if determined adversely to Agent's activities , 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 NASD.
(f) Any funds received in the Offering by Agent will be handled by Agent in accordance with Rule 15c2-dealer4 under the Securities Exchange Act of 1934, as amended (the "1934 Act") to the extent applicable.
(g) With respect to certain non-public information about the Bank's depositors and customers ("Customer Information") that Agent will be provided access to in connection with providing services under this Agreement, Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 (the "GLB Act"), and OTS regulations and policies thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, unless the Bank has consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures under the GLB Act and OTS regulations thereunder to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank.
Appears in 1 contract