Representations and Warranties of Sales Agent Sample Clauses

Representations and Warranties of Sales Agent. Sales Agent represents and warrants to the Company and agrees as follows: a. The consummation of the transactions contemplated herein and those contemplated by the Memorandum will not result in any breach of the terms or conditions of or constitute a default under any indenture, agreement, or other instrument to which Sales Agent is a party, or violate any order directed to Sales Agent by any court or any federal or state regulatory body or administrative agency having jurisdiction over Sales Agent or over its property. b. Sales Agent is duly registered pursuant to the provisions of the Securities Exchange Act of 1934 (the "Exchange Act") as a broker-dealer, is a member in good standing of the NASD, and is duly registered as a broker-dealer in such states as it is required to be so registered in order to carry out the Offering contemplated by the Memorandum or will obtain such registration prior to engaging in any sales efforts in such states. All offers made by or through Sales Agent will be made only by individuals licensed as required by all applicable federal and state securities laws. c. Sales Agent has conducted its own due diligence regarding the Offering and the Company, and has not relied on any representations from the Company, other than those contained in this Agreement, in deciding to participate in this Offering. d. Neither the Sales Agent's nor any Sales Representative's participation in the Offering will cause any disqualification under Rule 505(b)(iii) of Regulation D or any comparable provision of any applicable state securities laws. e. Sales Agent will: i. not solicit subscriptions (i) prior to the commencement of the offering period, (ii) by means of any solicitation or general advertising in any manner prohibited by Regulation D or any state securities laws, or (iii) before any filing required pursuant to state securities laws has been made; ii. insofar as is under its control, conduct the offering and sale of the Units in accordance with the applicable provisions of federal and state securities laws and preserve for the Company the exemptions provided by Regulation D promulgated under the Securities Act and Rules 505 and 506 thereunder and applicable state securities law exemptions; iii. limit the offering of the Units to investors who are Accredited Investors and meet applicable requirements under state securities laws or otherwise meet certain suitability and sophistication standards, and each of whom meets the other offeree standa...