Representations and Warranties of Placement Agent Sample Clauses

Representations and Warranties of Placement Agent. The Placement Agent represents and warrants to the Company that: (i) it will comply with all applicable federal laws regarding trading in securities of the Company, (ii) it will not disclose any non-public material information of the Company without the prior written consent of the Company during the Term for a period of one (1) year from the termination date of this Agreement, and (iii) that it is a registered broker-dealer in good standing with the relevant regulatory agencies.

Representations and Warranties of Placement Agent. Each of you represents and warrants to the Company that:

Representations and Warranties of Placement Agent. The Placement Agent represents and warrants to the Company as follows: (a) it is a licensed broker-dealer registered with the SEC, FINRA and State securities laws and regulations and is licensed under FINRA and State securities laws regulations to sell Securities to QIBS and accredited investors; (b) there are no judgments, orders, decrees, or like actions, or any proceedings pending, before the SEC, FINRA, any State, or any court or arbitration panel that prohibit or effect it from carrying out its obligations under this Agreement; and (c) this Agreement has been duly authorized and approved by it, does not contravene its organizational documents or any agreement or order to which it is a party, and is a legal and valid obligation binding on it.

Representations and Warranties of Placement Agent. (a) Placement Agent is a broker-dealer registered with the SEC and FINRA; (b) there are no judgments, orders, decrees, or like actions, or any proceedings pending, before the SEC, FINRA, any State, or any court or arbitration panel that prohibit or affect it from carrying out its obligations under this Agreement; and (c) this Agreement has been duly authorized and approved by Placement Agent, does not contravene its organizational documents or any agreement or order to which it is a party, and is a legal and valid obligation binding on Placement Agent.

Representations and Warranties of Placement Agent. The Placement Agent represents, warrants and covenants to the Company that: 5.1 The Placement Agent is a member in good standing of the NASDR., and is duly registered as a broker-dealer under the Exchange Act, and under the laws of each state in which we propose to offer the Securities, except where such registration would not be required by law. 5.2 Each purchaser of Securities will execute the Subscription Agreement in the form attached as Exhibit B to the Term Sheet. The Placement Agent will have no reason to believe that the persons executing such Agreement do not have the qualifications set forth therein. 5.3 This Agreement when accepted and approved will be duly authorized, executed and delivered by the Placement Agent and is a valid and binding agreement on its part in accordance with its terms, except as enforceability may be limited by general equitable principles, bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally. 5.4 The consummation of the transactions contemplated by the Term Sheet related to the offering will not result in any beach of any of the terms or conditions of or constitute a default under any indenture, agreement or other instrument to which the Placement Agent is a party, or violate any order applicable to the Placement Agent of any federal or state regulatory body or administrative agency having jurisdiction over it or its property. 5.5 Until the termination of this Agreement, if any event affecting the Company or the Placement Agent shall occur which, in the opinion of counsel to the Company, should be set forth in a supplement or amendment to the Term Sheet, the Placement Agent agrees to distribute each supplement or amendment to the Term Sheet to each person who has previously received a copy of the Term Sheet from the Company or the Placement Agent and further agrees to include each supplement or amendment in all future deliveries of the Term Sheet. 5.6 In recommending to an investor the purchase of the Securities, the Placement Agent shall: (a) have reasonable grounds to believe, on the basis of information obtained from the investor concerning his investment objectives, other investments, financial situation and needs, any and other information known by it, that: (1) the investor is or will be in a financial position appropriate to enable him to realize to a significant extent the benefits described in the Term Sheet. (2) the investor is an accredited investor and able to ...

Representations and Warranties of Placement Agent. Paramount represents and warrants to the Company, as of the date hereof, and as of the date of each Closing, that it is a member in good standing of the NASD and it has, and at all times while taking any actions constituting an offer or sale of the Securities had, all governmental licenses (including both federal and state broker dealer licenses) required to act as placement agent for the Securities. Paramount also represents and warrants that it has not and will not take any action in connection with the Offering that would disqualify the Offering from the exemption from registration provided by Rule 506 under the Securities Act

Representations and Warranties of Placement Agent. In addition to meeting any conditions specified elsewhere herein, you represent and warrant to the Company that: A. You are duly registered pursuant to the provisions of the Securities Exchange Act of 1934 as a dealer and/or under the Investment Advisers Act of 1940 as an investment adviser and are duly registered as a broker-dealer and/or investment adviser in those states where required and you agree to comply with all statutes and other requirements applicable to you as a broker-dealer and/or investment adviser pursuant to those registrations and are legally authorized under all applicable laws to engage in the activities contemplated hereby and receive compensation therefore as herein contemplated; and B. You are a member in good standing of the National Association of Securities Dealers, Inc. C. This Agreement, when accepted and approved by you, will be duly authorized, executed and delivered by you and is a valid and binding agreement on your part.

Representations and Warranties of Placement Agent. (a) The Placement Agent has offered the shares of Common Stock for sale, solicited offers to buy the shares of Common Stock, and otherwise negotiated in respect of the shares of Common Stock only in a manner that conformed to the offering procedures set forth in the Private Offering Memorandum. (b) The Placement Agent has delivered to each offeree a copy of the Private Offering Memorandum. (c) Each offeree will be given the opportunity to ask questions of representatives of the Bank concerning the shares of Common Stock and the transactions relating to their purchase, and immediately prior to making the offer to each offeree, the Placement Agent will have reasonable grounds to believe and will believe that each such offeree was an "accredited investor" as such term is defined in Rule 501 of the General Rules and Regulations of the Commission under the Securities Act. The representations and warranties contained in this Section 3.3(c), insofar as they relate to federal and State securities laws requirements, are made in reliance on the representations and warranties of the Purchasers contained in Section 3.3 of the Purchase and Sale Agreement. (d) The Placement Agent will not, directly or through any agent, offer the shares of Common Stock for sale, or solicit any offers to buy the shares of Common Stock, or otherwise negotiate with any person with respect to the shares of Common Stock on the basis of general solicitation or general advertising, including without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; or, distribute any letters, circulars, notices, memoranda, or other written communications of a general nature to customers announcing or describing, or inviting inquiries concerning the offering of the shares of Common Stock.

Representations and Warranties of Placement Agent. In addition to meeting any conditions specified elsewhere herein, EE represents and warrants to the Company that: (a) EE, and any other broker-dealer to whom EE delegates any of its duties under this Agreement to comply with, all statutes and other requirements applicable to it EE or such other duly registered broker-dealer as a broker dealer pursuant to those registrations, and (ii) is legally authorized under all applicable laws to engage in the activities contemplated hereby and receive compensation therefore as herein contemplated; (b) EE is a member in good standing of the FINRA; and (c) this Agreement, when executed and delivered by EE, is duly authorized, executed and delivered by EE and is a valid and binding agreement on EE’s part.