Representations and Warranties of the Selling Agent Clause Samples
The "Representations and Warranties of the Selling Agent" clause sets out the specific statements and assurances that the selling agent makes to the other parties in a transaction. These may include confirmations about the agent's authority to act, compliance with applicable laws, and the accuracy of information provided during the sale process. By clearly outlining these obligations, the clause helps ensure transparency and trust, and allocates responsibility if any of the agent's statements prove to be false or misleading.
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Fund and the Manager as follows:
(a) The Selling Agent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is in good standing and is qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification, and has full power and authority to enter into and to perform its obligations under this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by the Selling Agent, and assuming due authorization, execution and delivery by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms.
(c) The performance by the Selling Agent of its obligations under this Agreement do not conflict with or breach any of the terms or provisions of any agreement to which the Selling Agent or any of its principals is a party or to which it or any of its principals is bound and does not violate any applicable law, rule or regulation.
(d) The Selling Agent has obtained all registrations, licenses or memberships as required by applicable law, rule or regulation, including, but not limited to, those of applicable securities or commodities exchanges, clearing houses and self-regulatory organizations or associations, or pursuant to securities or “blue sky” laws of any jurisdiction, as are necessary for the Selling Agent to enter into and carry out its obligations under this Agreement.
(e) The Selling Agent is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Selling Agent is not the subject of any enforcement or other administrative action by the Securities and Exchange Commission (the “SEC”) that would result in the suspension or revocation of its broker-dealer registration, and to the knowledge of the Selling Agent there are not any proposed or threatened actions by the SEC that would result in the suspension or revocation of its broker-dealer registration that would adversely affect the ability of the Selling Agent to act as a selling agent of the Units on behalf of the Fund. To the knowledge of the Selling Agent there are not any pending, proposed or threatened actions by the SEC that would result in the imposition of any such restriction or limitation thereon.
(f) The Selling Agent is a member of the Financial Industry Regulatory Authority (“FINRA”). The Selling Agent is not the subject of any enforc...
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Company and the Advisor during the term of this Agreement that:
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Company as follows:
(a) The Selling Agent is duly incorporated and validly existing and in good standing under the laws of its State of incorporation.
(b) The Selling Agent is, and at the time of each Closing will be, a member in good standing of the NASD.
(c) Offers and sales of Securities by the Selling Agent will be made only in accordance with this Placement Agreement and in compliance with the provisions of Regulation D and the Selling Agent will furnish to each investor a copy of the Documents prior to accepting any subscription for the Securities.
Representations and Warranties of the Selling Agent. You hereby represent, warrant and agree with the Fund and the General Partner for their benefit that:
Representations and Warranties of the Selling Agent. (a) The Selling Agent represents and warrants to the Fund and the General Partner that:
(i) All references to and information concerning the Selling Agent contained in the Registration Statement, the Prospectus and the Statement of Additional Information are accurate in all material respects, and, as to the Selling Agent, the Registration Statement, the Prospectus and the Statement of Additional Information do not contain any misleading or untrue statement of a material fact or omit to state a material fact which is necessary to prevent the statements made therein, in light of the circumstances in which they were made, from being misleading;
(ii) The Selling Agent is a corporation duly organized and validly existing under the laws of the State of Iowa, is a member in good standing of the NASD and has full power and authority to act as selling agent in the manner contemplated by this Agreement and as described in the Registration Statement, the Prospectus and the Statement of Additional Information;
(iii) The Selling Agent is in good standing and in compliance with all applicable broker/dealer registration requirements in the places where the Units will be sold by it, and any use or distribution of the Registration Statement, the Prospectus and the Statement of Additional Information by the Selling Agent will comply with the terms and conditions for use and/or distribution set forth in the Prospectus and the Statement of Additional Information, with the procedures set forth in this Agreement, and with the 1933 Act, the 1934 Act, the CE Act, all applicable state securities and commodity laws, the rules and regulations promulgated under all such acts and all such laws, and all applicable rules and regulations of the NASD and other self-regulatory organizations;
(iv) The Selling Agent has obtained all required governmental and regulatory approvals and licenses to perform its obligations under this Agreement and to act as described in the Registration Statement, the Prospectus and the Statement of Additional Information, and the performance of its obligations under this Agreement and its acting as described in the Registration Statement, the Prospectus and the Statement of Additional Information will not violate or result in a breach of any provisions of its Articles of Incorporation or by-laws or any agreement, order, law or regulation binding upon it; and
(v) This Agreement and the Escrow Agreement have each been duly and validly authorized, executed and deli...
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Company as follows:
(a) The Selling Agent is duly incorporated and validly existing and in good standing under the laws of its State of incorporation.
(b) The Selling Agent is, and at the time of each Closing will be, a member in good standing of the FINRA.
(c) Offers and sales of Securities by the Selling Agent will be made only in accordance with this Placement Agreement and in compliance with the provisions of Regulation S and/or Regulation D (it being understood and agreed that the Selling Agent shall be entitled to rely upon the information and statements provided by the Prospective Investor in the Purchase Agreement), and the Selling Agent will furnish to each investor a copy of the Documents prior to accepting any subscription for the Securities.
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Company as follows:
(a) The Selling Agent is duly incorporated and validly existing and in good standing under the laws of its State of incorporation.
(b) The Selling Agent is, and at the time of each Closing will be, a member in good standing of the NASD.
(c) Offers and Sales of Securities by the Selling Agent will only be made in such jurisdictions in which the Selling Agent is a registered broker-dealer or where an applicable exemption from such registration exists.
(d) Offers and sales of Securities by the Selling Agent will be made only in accordance with this Placement Agreement and in compliance with the provisions of Rule 506 of Regulation D (it being understood and agreed that the Selling Agent shall be entitled to rely upon the information and statements provided by the Prospective Investor in the Purchase Agreement and/or Section 4(2) of the Securities Act of 1933), and the Selling Agent will furnish to each investor a copy of the Documents prior to accepting any subscription for the Securities.
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Company as follows:
(a) The Selling Agent is duly incorporated and validly existing and in good standing under the laws of its state of incorporation.
(b) The Selling Agent is, and at the time of each Closing will be, a duly registered broker-dealer pursuant to the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the “1934 Act”) and any applicable state statute where sales of the Securities will be made, and a member in good standing of FINRA.
(c) Offers and sales of Securities by the Selling Agent will be made only in accordance with this Selling Agreement, the Selling Agent 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, and the Selling Agent will furnish to each investor a copy of the Offering Documents prior to accepting any subscription for the Securities.
Representations and Warranties of the Selling Agent. The Selling Agent represents and warrants to the Company as follows: (a) he is a licensed registered representative registered with the SEC, FINRA, and all States in which he is required to register; and (b) there are no judgments, orders, decrees, or like actions, or any proceedings pending, before the SEC, NASD, any State, or any court or arbitration panel that prohibit or effect the Selling Agent from carrying out his obligations under this Agreement.
Representations and Warranties of the Selling Agent. The Selling Agent hereby represents, warrants and covenants to the Company, as of the date hereof, and as of the Closing Date, as follows:
(a) Selling Agent is a member in good standing of FINRA or a registered representative thereof and is a broker-dealer registered as such under the Exchange Act. Each Selling Agent is in compliance with all material rules and regulations applicable to it generally and applicable to its participation in the Offering.
(b) Selling Agent has requisite power and authority to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby.
(c) This Agreement has been duly authorized, executed, and delivered by each Selling Agent and is the legal, valid, and binding obligation of each Selling, enforceable against each Selling Agent in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, or other laws affecting the rights of creditors generally.
(d) Selling Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provision of the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder.