Representations and Covenants of the Agent.
The Each Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which
the such Agent is exempt from registration or such registration is not otherwise required.
The Each Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable
... statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration registration, or such registration is not otherwise required, during the term of this Agreement. The Each Agent shall comply with all applicable laws law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the such Agent of the Placement Shares. Shares, except where the failure to comply would not have a material impact on the transactions contemplated by the Agreement. 24 9. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including Agreement relating to (i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent Agents shall deem reasonably necessary, (ii) the printing and delivery to the Agent Agents of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery copies of the Placement Shares, Prospectus and any amendments or supplements thereto, (iii) the preparation, issuance and delivery of the certificates, if any, for Placement Shares, (iv) the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery qualification of the Placement Shares to under securities laws in accordance with the Agent, (iv) the fees and disbursements provisions of the counsel, accountants and other advisors to the Company, Section 7(d) of this Agreement, including filing fees, (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent up to $30,000; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and (viii) (vi) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange.
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Representations and Covenants of the Agent.
The Agent Each of the Agents represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement
Shares Securities will be offered and sold, except such states in which
the such Agent is exempt from registration or such registration is not otherwise required.
The Agent Each of the Agents shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FIN
...RA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares Securities will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent Each of the Agents shall comply with all applicable laws law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the such Agent of the Placement Shares. Securities. 24 9. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent Agents shall deem reasonably necessary, (ii) the printing and delivery to the Agent Agents of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, Securities, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares Securities to the Agent, Agents, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares Securities to the Agent, Agents, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent up Agents not to $30,000; exceed (x) $50,000, in connection with the execution of this Agreement, (y) $2,500 per bring down at the time any Representation Date certificate is delivered by the Company under Section 7(l), and (z) $15,000 in connection with the filing of any subsequent prospectus supplement pursuant to this Agreement after its filing at the SEC, which supplement constitutes a Prospectus Supplement, as defined herein; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, Securities, and (viii) the fees and expenses incurred in connection with the listing of the Placement Shares Securities on the Exchange.
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Representations and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and r
...egulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable laws law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares. 24 23 9. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including Agreement relating to (i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent shall deem reasonably necessary, necessary; (ii) the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery copies of the Placement Shares, Prospectus and any amendments or supplements thereto; (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, Shares; (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, Company; (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent up incurred in connection with (a) entering into the transactions contemplated by this Agreement in an amount not to $30,000; exceed $40,000 in the aggregate, and (b) ongoing diligence arising from the transactions contemplated by this Agreement in an amount not to exceed $3,000 in the aggregate per calendar quarter in connection with updates at the time of Representation Dates; (vi) the fees and expenses qualification of the transfer agent and registrar for Placement Shares in accordance with the Common Stock, provisions of Section 7(d) of this Agreement, including filing fees; (vii) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, Shares (if applicable), (viii) the fees and (viii) expenses of the transfer agent and registrar for the Common Stock; and (ix) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange.
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Representations and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement
Shares Securities will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required.
The the Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable
... statutes and regulations of each state in which the Placement Shares Securities will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable laws law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares. 24 9. Securities. 22 10. Payment of Expenses. The Company and the Operating Partnership will pay all expenses incident to the performance of its their obligations under this Agreement, including (i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent shall deem reasonably necessary, (ii) the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, Securities, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares Securities to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares Securities to the Agent, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent up to $30,000; $45,000; (vi) the fees and expenses of the transfer agent and registrar Trustee for the Common Stock, Placement Securities, (vii) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, Securities, and (viii) the fees and expenses incurred in connection with the listing of the Placement Shares Securities on the Exchange.
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Representations and Covenants of the Agent.
The Each Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange
Act Act, and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which
the such Agent is exempt from registration or such registration is not otherwise required.
The Each Agent
shall will continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange
Act Act, and
... the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it such Agent is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall Agents will comply with all applicable laws law and regulations in connection with the transactions contemplated by this Agreement, Placement Shares, including the issuance and sale through the Agent of the Placement Shares. 24 Regulation M. 9. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including including: (i) the preparation, filing, including any fees required by the Commission, SEC, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent shall Agents will reasonably deem reasonably necessary, necessary; (ii) the printing and delivery to the Agent Agents of this Agreement and such other documents as may reasonably be required in connection with the offering, purchase, sale, issuance issuance, or delivery of the Placement Shares, Shares; (iii) the preparation, issuance issuance, and delivery of the certificates, if any, for the Placement Shares to the Agent, Agents, including any stock or other transfer taxes and any capital duties, stamp duties duties, or other duties or taxes payable upon the sale, issuance issuance, or delivery of the Placement Shares to the Agent, Agents; (iv) the fees and disbursements of the counsel, accountants accountants, and other advisors to the Company, Company; (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent up to $30,000; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) Stock; (vi) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and (viii) Shares; (vii) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange. Exchange; (viii) usual and customary transaction, ticket, and similar charges; (ix) $20,000 of the due diligence fees and expenses of the Agents' legal counsel initially and, thereafter, the reasonable fees and expenses of Ascendiant's legal counsel over $20,000 incurred in connection with quarterly and annual bring-downs required hereunder up to a maximum amount of $2,500 for each such bring-down.
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Representations and Covenants of the Agent.
The Each Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange
Act Act, and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which
the such Agent is exempt from registration or such registration is not otherwise required.
The Each Agent
shall will continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange
Act Act, and
... the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it such Agent is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall Agents will comply with all applicable laws law and regulations in connection with the transactions contemplated by this Agreement, Placement Shares, including the issuance and sale through the Agent of the Placement Shares. 24 Regulation M. 9. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including including: (i) the preparation, filing, including any fees required by the Commission, SEC, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent shall Agents will reasonably deem reasonably necessary, necessary; (ii) the printing and delivery to the Agent Agents of this Agreement and such other documents as may reasonably be required in connection with the offering, purchase, sale, issuance issuance, or delivery of the Placement Shares, Shares; (iii) the preparation, issuance issuance, and delivery of the certificates, if any, for the Placement Shares to the Agent, Agents, including any stock or other transfer taxes and any capital duties, stamp duties duties, or other duties or taxes payable upon the sale, issuance issuance, or delivery of the Placement Shares to the Agent, Agents; (iv) the fees and disbursements of the counsel, accountants accountants, and other advisors to the Company, Company; (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent up to $30,000; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) Stock; (vi) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and (viii) Shares; (vii) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange. Exchange; (viii) usual and customary transaction, ticket, and similar charges; (ix) $25,000 of the fees and expenses of the Agents' legal counsel initially and, thereafter, the reasonable fees and expenses of Ascendiant's legal counsel over $25,000 incurred in connection with quarterly and annual bring-downs required hereunder up to a maximum amount of $2,500 for each such bring-down.
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Representations and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and r
...egulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable laws law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder pursuant to Section 23, the Agent (including its agents and representatives, other than the Agent in its capacity as such) will not make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder. 24 9. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent shall deem reasonably necessary, (ii) the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent up incurred in connection with (a) entering into the transactions contemplated by this Agreement in an amount not to $30,000; exceed $25,000 in the aggregate in connection with the execution of this Agreement, and (b) ongoing diligence arising from the transactions contemplated by this Agreement in an amount not to exceed $2,500 in the aggregate per calendar quarter; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, Ordinary Shares, (vii) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and (viii) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange.
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Representations and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange
Act Act, and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which
the such Agent is exempt from registration or such registration is not otherwise required. The Agent
shall will continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange
Act Act, and the appli
...cable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it such Agent is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall will comply with all applicable laws law and regulations in connection with the transactions contemplated by this Agreement, Placement Shares, including the issuance and sale through the Agent of the Placement Shares. 24 Regulation M. 17 9. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including including: (i) the preparation, filing, including any fees required by the Commission, SEC, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent shall will reasonably deem reasonably necessary, necessary; (ii) the printing and delivery to the Agent of this Agreement and such other documents as may reasonably be required in connection with the offering, purchase, sale, issuance issuance, or delivery of the Placement Shares, Shares; (iii) the preparation, issuance issuance, and delivery of the certificates, if any, for the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties duties, or other duties or taxes payable upon the sale, issuance issuance, or delivery of the Placement Shares to the Agent, Agent; (iv) the fees and disbursements of the counsel, accountants accountants, and other advisors to the Company, Company; (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent up to $30,000; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) Stock; (vi) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and (viii) Shares; (vii) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange. Exchange; (viii) usual and customary transaction, ticket, and similar charges; (ix) $15,000 of the due diligence fees and expenses of the Agent's legal counsel initially and, thereafter, the reasonable fees and expenses of Ascendiant's legal counsel over $2,500 incurred in connection with quarterly and annual bring-downs required hereunder.
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Representations and Covenants of the Agent.
The the Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement
Shares Securities will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required.
The the Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applic
...able statutes and regulations of each state in which the Placement Shares Securities will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable laws law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares. 24 Securities. 19 9. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent shall deem reasonably necessary, (ii) the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, Securities, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares Securities to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares Securities to the Agent, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent up to $30,000; $25,000; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, Securities, and (viii) the fees and expenses incurred in connection with the listing of the Placement Shares Securities on the Exchange.
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Representations and Covenants of the Agent.
The Each Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which
the such Agent is exempt from registration or such registration is not otherwise required.
The Each Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable
... statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, required during the term of this Agreement. The Each Agent shall comply with all applicable laws and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the such Agent of the Placement Shares. 24 Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agents in their capacity as agents hereunder pursuant to Section 23, the Agents (including their respective agents and representatives) will not make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder. 23 9. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Issuer Free Writing Prospectus, in such number as the Agent Agents shall deem reasonably necessary, (ii) the printing and delivery to the Agent Agents of this Agreement and such other documents as may be reasonably required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, Agents, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, Agents, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable actual, reasonable, and documented out-of-pocket fees and disbursements of counsel to the Agent Agents up to $30,000; $50,000, (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and (viii) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange.
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