Common use of Representations and Warranties of the Broker Clause in Contracts

Representations and Warranties of the Broker. The Broker represents and warrants to, and agrees with, the Company as set forth below in this Section 2. (a) This Agreement has been duly authorized, executed and delivered by the Broker and constitutes a valid and binding obligation of the Broker enforceable in accordance with its terms. (b) The Broker is registered and/or a member in good standing with the Commission, the National Association of Securities Dealers, Inc. ("NASD"), and is licensed or will, at the time of any sale of Securities, be licensed as a broker/dealer in each of the states identified on Annex A hereto. (c) The Broker has reviewed and is familiar with all regulations relating to the distribution and delivery of preliminary and final prospectuses including, but not limited to, the Act and the Exchange Act. (d) The Broker is bonded in accordance with all federal, state and NASD requirements. (e) The Broker is not the subject of any state, federal or local action, suit or investigation that would prevent or impair the Broker from performing its obligations and duties under this Agreement.