Representations and Warranties of the Placement Agent Clause Samples
The "Representations and Warranties of the Placement Agent" clause sets out the specific statements and assurances that the placement agent makes to the other parties in a transaction. These may include confirmations about the agent’s authority to enter into the agreement, compliance with applicable laws, and the accuracy of information provided to investors. By clearly outlining these obligations, the clause helps ensure transparency and allocates responsibility, thereby reducing the risk of misrepresentation or legal disputes during the placement process.
Representations and Warranties of the Placement Agent. The Placement Agent hereby represents and warrants to, and covenants and agrees with, the Company, as of the date hereof, that:
(a) The Placement Agent is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with the limited liability company power and authority to conduct its business, to execute and deliver this Agreement, and to perform the obligations contemplated herein. The Placement Agent is an "accredited investor," as such term is defined in Regulation D promulgated under the Act.
(b) This Agreement has been duly and validly authorized, executed and delivered by the Placement Agent and constitutes the valid, binding and enforceable agreement of the Placement Agent, except to the extent that (i) such enforcement may be subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and (ii) the indemnification provisions of this Agreement may be held to violate public policy (under either federal or state law) in the context of the offer or sale of securities.
(c) The Placement Agent's execution and delivery of this Agreement, and the performance of its obligations hereunder, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, its articles of organization or operating agreement, any agreement or instrument to which it is a party or by which it is bound, or any judgment, decree, order or, to its knowledge, any statute, rule or regulation applicable to Placement Agent.
(d) As of the date of the Offering Memorandum, the information contained in the Offering Memorandum relating to the Placement Agent, if any, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) The Placement Agent is (i) a broker-dealer duly registered pursuant to the provisions of the Exchange Act; (ii) a member in good standing of the NASD; and (iii) duly registered as a broker-dealer under the applicable statutes and regulations of each state in which the Securities will be offered and sold, except such states in which the Placement Agent is exempt from re...
Representations and Warranties of the Placement Agent. The Placement Agent represents and warrants to, and agrees with, the Company and the Trust as follows:
Representations and Warranties of the Placement Agent. The Placement Agent represents and warrants as follows:
Representations and Warranties of the Placement Agent. You represent and warrant that:
(a) You are duly authorized to enter into and perform, and have duly executed and delivered, this Agreement.
(b) You have maintained and will maintain all licenses and registrations necessary under applicable law and regulations (including the rules of the National Association of Securities Dealers, Inc.) to provide the services required to be provided by you under this Agreement.
(c) You have not solicited and will not solicit any offers to buy or offers to sell Interests in any manner that would be inconsistent with applicable laws and regulations, or with the procedures for solicitations contemplated by the Prospectus or this Agreement, in any manner that would constitute a general solicitation or general advertising with respect to Interests, including, but not limited to, any seminar or meeting conducted whose attendees have been invited by any general solicitation or general advertising, or any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or other means of electronic communication, unless access to that communication is limited to those persons eligible to purchase Interests.
(d) You will furnish to each subscriber of an Interest, identified either by you or the Fund, or otherwise confirm the receipt by such subscriber of, a current copy of the Prospectus, including any current amendments to the Prospectus provided to you by the Fund pursuant to Section 8(b) of this Agreement, the subscription documentation (in the case of a new subscriber), the additional subscription documentation (in the case of an existing shareholder), and any other such additional information as the Fund or JPMIM sees fit or as may be reasonably requested by the Fund or JPMIM or required by applicable law or regulation, prior to the subscriber's admission as a shareholder of the Fund, or, in the case of an additional investment by an existing shareholder, prior to the acceptance of an additional subscription (to the extent such shareholder has not already received such documentation) from such existing member.
Representations and Warranties of the Placement Agent. The Placement Agent represents and warrants to an agrees with the Company that:
3.01 The Placement Agent is a corporation duly organized, validly existing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement and to carry out Placement Agent's obligations hereunder.
Representations and Warranties of the Placement Agent. The Placement Agent represents and warrants that:
(a) It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of New York.
(b) It is empowered and duly authorized under applicable laws and by its organizational documents to enter into this Agreement and perform its obligations under this Agreement, and has duly executed and delivered this Agreement.
(c) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its obligations under this Agreement.
(d) It has and will continue to have access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement.
(e) This Agreement, when executed and delivered, will constitute a legal, valid and binding agreement of the Placement Agent.
(f) The performance by the Placement Agent of its obligations under this Agreement does not and will not contravene any provision of its organizational documents.
(g) The Placement Agent has and will maintain all licenses and registrations necessary under applicable law and regulations to provide the services required to be provided by the Placement Agent hereunder.
(h) The Placement Agent has not and will not solicit any offer to buy or offer to sell Interests in any manner which would be inconsistent with applicable laws and regulations, or with the procedures for solicitations contemplated by the Memorandum.
Representations and Warranties of the Placement Agent. The Placement Agent represents and warrants to and covenants with the Company as follows:
(a) The Placement Agent is duly incorporated and validly existing and in good standing under the laws of its state of incorporation.
(b) The Placement Agent is, and at the time of the Closing will be, a member in good standing of FINRA.
(c) Sales of Units by the Placement Agent will only be made in such jurisdictions in which the Placement Agent or a Selling Group Member is a registered broker-dealer or where an applicable exemption from such registration exists.
(d) Offers and sales of Units by the Placement Agent will be made only in accordance with this Placement Agreement and in compliance with the provisions of Section 4(2) and Section 4(6) of the Act and Rule 506 of Regulation D promulgated thereunder (it being understood and agreed that the Placement Agent shall be entitled to rely upon the information and statements provided by the Investor in the Subscription Agreement), and the Placement Agent will furnish to each investor a copy of the Offering Documents prior to accepting any subscription for the Units.
Representations and Warranties of the Placement Agent. The Placement Agent hereby represents and warrants to Company the following which are true and correct as of the date hereof, and which shall be true and correct at all times during the period the Offering shall remain open, both as to the Placement Agent and as to any affiliate, broker, agent, employee or other representative (collectively, "Agents") hired, contracted or engaged by the Placement Agent in connection with the Offering:
a. The Placement Agent and each Agent is duly organized, validly existing and in good standing under the laws of its state of organization, and are duly qualified to transact business as a foreign limited liability company and is in good standing under the laws of each jurisdiction where the location of its properties or the conduct of their respective businesses makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the Placement Agent or its business, any Agent or its business, or this Offering.
b. The Placement Agent and, to the extent required by law, each Agent are and will at all times be duly licensed as a broker dealer with all applicable state and federal licensing agencies where such registration may be necessary or appropriate to conduct the Offering provided for herein.
c. Assuming the truth of the representations and warranties of the Company, and the Company's compliance with the following provisions of law, the Shares will be offered and sold pursuant to the registration exemption provided by Regulation D and Section 4(2) of the Act as a transaction not involving a public offering and the requirements of any other applicable state securities laws and the respective rules and regulations thereunder in those jurisdictions in which the Placement Agent notifies the Company that the Shares are being offered for sale.
d. Neither the Placement Agent nor any of its Agents have taken nor will any of them knowingly take any action which conflicts with the conditions and requirements of, or which would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Regulation D, Rule 506, under Section 4(2) of the Act and knows of no reason why any such exemption would be otherwise unavailable to it.
e. The Placement Agent and each of its Agents have conducted, are conducting, and shall conduct the Offering in such a manner that it complies with, and has taken no action, are taking no action, and shall not take any...
Representations and Warranties of the Placement Agent. The Placement Agent represents and warrants to and agrees with the Company that it has not distributed and will not, without the Company’s consent, distribute, prior to the time of purchase, any free writing prospectus as defined in Rule 433 under the Act other than the Issuer Free Writing Prospectuses listed on Exhibit A or otherwise approved by the Company.
Representations and Warranties of the Placement Agent. You hereby represent, warrant and agree with the Company for its benefit that: