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

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 and covenants with the Company as follows: (a) The Selling Agent is duly incorporated and validly existing and in good standing under the laws of its State state of incorporation. (b) The Selling Agent is, and at the time of each the Closing will be, a member in good standing of the NASDFINRA. (c) Offers and Sales of Securities Units by the Selling Agent will only be made in such jurisdictions in which the Selling 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 Securities Units by the Selling 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 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 1933Agreement), and the Selling Agent will furnish to each investor a copy of the Offering Documents prior to accepting any subscription for the SecuritiesUnits.

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 sales of Securities Shares 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 Shares by the Selling Agent will be made only in accordance with this Placement Selling Agent 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, as amended (the "Act"), and the Selling Agent will furnish to each investor a copy of the Documents prior to accepting any subscription for the SecuritiesShares.