Representations and Warranties of the Placement Agents Sample Clauses

Representations and Warranties of the Placement Agents. Each Placement Agent hereby severally represents and warrants to the Company that: such Placement Agent is and will remain during the term of this Agreement, (i) a duly registered broker-dealer pursuant to the 1934 Act, (ii) a member in good standing of FINRA, and (iii) duly registered as a broker-dealer under the applicable statutes and regulations of each jurisdiction in which the Securities will be offered and sold, except where registration would not be required by such laws. Other than compliance with standard internal operating procedures, such Placement Agent is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement that it has not obtained or made.

Representations and Warranties of the Placement Agents. Each Placement Agent represents and warrants to the Offerors as to itself (but not as to the other Placement Agent) as follows:

Representations and Warranties of the Placement Agents. The Placement Agents represent and warrant to and agrees with the Company that it has not distributed and will not distribute, prior to the time of purchase, any Issuer Free Writing Prospectus as defined in Rule 433 of the Act other than the Issuer Free Writing Prospectuses listed on Exhibit A.

Representations and Warranties of the Placement Agents. Each of the Placement Agents represents that: (a) It is duly organized, validly existing and in good standing under the laws of its respective jurisdiction with all requisite corporate power to carry on its business as currently being conducted. (b) It is, and any subagents will be, licensed as broker-dealers, 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 Placement Agents have agreed to offer the Securities. It and subagents are members in good standing of the National Association of Securities Dealers, Inc. To the Placement Agents' knowledge, no proceedings are pending or threatened to revoke or limit any such status of either Placement Agent. (c) This Agreement has been duly authorized and executed by the Placement Agents and is a legal, valid and binding agreement of the Placement Agents. (d) The Placement Agents will: (i) not offer, offer for sale or sell the Securities by means of any form of general solicitation or general advertising as described under Rule 502(c) of Regulation D; (ii) provide each of its offerees of Securities a copy of the Offering Documents at all times prior to the termination of the Offering; (iii) comply with the provisions of the Act and the Rules and Regulations and the 1934 Act and the rules promulgated thereunder, including but not limited Rules 10b-9 and 15c2-4 under the 1934 Act and Rule 506 of the Rules and Regulations, in the offer and sale of the Securities; (iv) not utilize any sales materials other than the Offering Documents or make any statements concerning the Company other than information contained in the Offering Documents unless prior written approval is obtained from, and a copy of the materials to be used is provided to, the Company and its legal counsel; and (v) use its best efforts to provide that any subagents will comply with the provisions of (i) - (iv) above.

Representations and Warranties of the Placement Agents. Each of the Placement Agents represents and warrants to and agrees with the Company that (i) it has not distributed and will not distribute, prior to the time of purchase, any “issuer free writing prospectus” as defined in Rule 433 of the Act other than the Issuer Free Writing Prospectuses listed on Exhibit A, (ii) it is registered as a broker-dealer under the Exchange Act and licensed and otherwise qualified to do business as a broker-dealer in all states in which Shares will be offered pursuant to the Agreement, (iii) assuming compliance by the Company with all relevant provisions of the Act in connection with the Prospectus, it will conduct all offers and sales of the Shares in compliance with relevant provisions of the Act and various state securities laws and regulations, and (iv) it will only act as agents of the Company in those jurisdictions in which it is, expressly or impliedly, authorized to do so.

Representations and Warranties of the Placement Agents. Each Placement Agent, severally and not jointly, represents and warrants to, and agrees with, the Company as set forth below in this Section 3. (a) It has all requisite corporate power and authority to enter into this Agreement. (b) It has not and will not solicit offers for the Notes by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and it has and will solicit offers for the Notes only from persons whom it reasonably believes to be both “institutional accredited investors” within the meaning of Rule 501(a)(1), (2), (3) and (7) of Regulation D promulgated under the Act and qualified institutional buyers (“QIBs”) within the meaning of Rule 144A under the Act or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB and to whom notice has been given that such sale or delivery is being made in reliance on Section 4(2) of the Act.

Representations and Warranties of the Placement Agents. Each Placement Agent, severally and not jointly, represents and warrants to, and agrees with, the Company that it has not and will not solicit offers for the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (ii) it has and will solicit offers for the Securities only from persons whom it reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to them that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Section 4(2) of the Securities Act, and, in each case, in transactions pursuant to Section 4(2) of the Securities Act.

Representations and Warranties of the Placement Agents. (a) ▇▇▇▇▇▇▇ represents and warrants to, and agrees with, Infosmart and Cyber Merchants that: (i) ▇▇▇▇▇▇▇ has been duly organized and validly existing and in good standing as a limited liability company under the laws of the State of Delaware with power and authority (corporate and other) to perform its obligations under this Agreement and the Escrow Agreement; ▇▇▇▇▇▇▇ is a broker-dealer registered and in good standing under the Exchange Act and under the securities or Blue Sky laws of each state in which the Shares and Warrants are being offered or sold by ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ is a member in good standing of the NASD; ▇▇▇▇▇▇▇ is in possession of and operating in compliance with all authorizations, licenses, permits, consents, certificates, and orders required for the performance of its duties under this Agreement and the Escrow Agreement, and ▇▇▇▇▇▇▇’▇ performance of its duties hereunder and thereunder will be in compliance with all applicable laws, including state securities and Blue Sky laws. (ii) There are no legal or governmental proceedings pending to which ▇▇▇▇▇▇▇ is a party or of which any of its properties is the subject or, to ▇▇▇▇▇▇▇’▇ knowledge, threatened, which, if determined adversely to ▇▇▇▇▇▇▇, would individually or in the aggregate materially and adversely affect its ability to perform its obligations under this Agreement or the Escrow Agreement. (iii) No consent, approval, authorization or order of any court or governmental authority or agency is required for the performance by ▇▇▇▇▇▇▇ of its obligations under this Agreement, except such as may be required by the NASD or under Regulation D or state securities or Blue Sky laws. (iv) This Agreement has been duly and validly executed and delivered by or on behalf of ▇▇▇▇▇▇▇ and constitutes a legal, valid, and binding obligation of ▇▇▇▇▇▇▇ enforceable in accordance with its terms, except to the extent that its enforceability is limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and except as enforceability of the indemnity and contribution provisions contained in Section 7 hereof may be limited by applicable law or principles of public policy. (v) The Escrow Agreement among Infosmart, ▇▇▇▇▇▇▇, Cyber Merchants and the Escrow Agent has been duly a...

Representations and Warranties of the Placement Agents. Each of National Securities Corporation and ▇▇▇▇▇ ▇▇▇▇▇▇, Carret & Co., LLC hereby severally, but not jointly, represent, warrant and covenant to Redpoint as follows: (a) It is a registered broker-dealer pursuant to the Exchange Act, a member in good standing of the National Association of Securities Dealers, Inc., and registered and qualified to act in each state and jurisdiction in which it is required to be registered as such in order to offer and sell the Units. (b) It shall not engage in any form of general solicitation or general advertising that is prohibited by Regulation D in connection with the Offering, or take any action that might reasonably be expected to jeopardize the availability for the Offering of the exemption from registration provided by Rule 506 under Regulation D. (c) This Agreement has been duly and validly executed and delivered by or on behalf of such Placement Agent.