Common use of Representations and Warranties of the Selling Agent Clause in Contracts

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.

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) The Selling Agent and each soliciting dealer 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 The Selling Agent and each soliciting dealer 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 the Selling Agent and is the legal, valid, and binding obligation of each Sellingthe Selling Agent, enforceable against each the 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) The 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. (e) Except for soliciting dealer agreements, no agreement will be made by the Selling Agent with any person permitting the resale, repurchase or distribution of any Shares purchased by such person.