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 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.