Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 4 contracts
Samples: Underwriting Agreement (AGNC Investment Corp.), Underwriting Agreement (AGNC Investment Corp.), Underwriting Agreement (AGNC Investment Corp.)
Absence of Defaults and Conflicts. The Company is not in violation of its Articles of Amendment and Restatement (as amended or supplemented through the date of this Agreement, the “Charter”) or its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended Bylaws (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 4 contracts
Samples: Underwriting Agreement (American Capital Mortgage Investment Corp.), Underwriting Agreement (American Capital Mortgage Investment Corp.), Underwriting Agreement (American Capital Mortgage Investment Corp.)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of IncorporationNeither the Company, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No the Guarantor nor any Subsidiary is in violation of its organizational documents (includingarticles of incorporation or by-laws or in default, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance no event has occurred that with notice or observance (nor has any event occurred which with notice, lapse of time or both would constitute such a default default, in the performance or observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Company, the Guarantor or any Subsidiary is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property or assets of the Company Company, the Guarantor or any Subsidiary is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect or in violation of any applicable statute, law, rule, regulation or judicial or administrative decree, writ, judgment or order, except for such violations that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement, the Time of Sale Information and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Guarantor with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate action under the Indenture and do the Securities does not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Guarantor or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter articles of incorporation or Bylaws by-laws of the Company Company, the Guarantor or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Company, the Guarantor or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, the Guarantor or any Subsidiary.
Appears in 4 contracts
Samples: Underwriting Agreement (Agl Resources Inc), Underwriting Agreement (Agl Resources Inc), Underwriting Agreement (Agl Resources Inc)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (the “Charter”), or its Third Amended and Restated Bylaws, as amended (the “Bylaws”). No Subsidiary ; none of the Subsidiaries is in violation of its charter, bylaws or other organizational documents (including, without limitation, partnership and limited liability company agreements). Neither neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), ; nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws or other organizational documents document of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), Subsidiary; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operationsoperations (except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 3 contracts
Samples: Underwriting Agreement (Axos Financial, Inc.), Underwriting Agreement (Byline Bancorp, Inc.), Underwriting Agreement (Byline Bancorp, Inc.)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended Incorporation (“Charter”), ) or its Third Amended and Restated Bylaws, as amended Bylaws (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 3 contracts
Samples: Underwriting Agreement (American Capital Agency Corp), Underwriting Agreement (American Capital Agency Corp), Underwriting Agreement (American Capital Agency Corp)
Absence of Defaults and Conflicts. The Company Fund is not in violation of its Amended and Restated Certificate declaration of Incorporationtrust or by-laws, each as amended (“Charter”)from time to time, or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary it is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property or assets of the Company or any Subsidiary Fund is subject (collectively, “"Agreements and Instruments”), ") except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement, the Administration and Accounting Services Agreement, the Custodian Services Agreement and the Transfer Agency Services Agreement referred to in the Registration Statement (as used herein, the "Management Agreement," the "Sub-Advisory Agreement," the "Administration Agreement," the "Custodian Agreement" and the "Transfer Agency Agreement," respectively) and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company Fund with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action Fund actions and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter declaration of trust or Bylaws by-laws of the Company Fund, each as amended from time to time, or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary Fund or any of their its assets, properties or operations, except for such violations that would not have a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryFund.
Appears in 3 contracts
Samples: Purchase Agreement (First Trust/Aberdeen Emerging Opportunity Fund), Purchase Agreement (First Trust/Aberdeen Global Opportunity Income Fund), Purchase Agreement (First Trust/Fiduciary Asset Management Covered Call Fund)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breachesbreaches or defaults, defaults or Repayment Events Events, or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 3 contracts
Samples: Purchase Agreement (NBC Capital Corp), Purchase Agreement (NBC Capital Corp), Purchase Agreement (Summit Bank Corp)
Absence of Defaults and Conflicts. The None of the Company is not in violation nor any of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary the Guarantors is in violation of its organizational documents (includinglimited partnership agreement, without limitationarticles, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is charter or by laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license or other agreement or instrument to which any of the Company or any Subsidiary the Guarantors is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the Company or the Guarantors or the property or assets of any of the Company or any Subsidiary the Guarantors is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance by the Company of this Agreement Agreement, the Securities, the Indenture and the consummation of the transactions contemplated herein therein and in the Disclosure Package and the Prospectus (including the issuance authorization, issuance, sale and sale delivery of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Company and the Guarantors with its obligations hereunder and thereunder have has been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Company or any Subsidiary the Guarantors pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of or conflict with the provisions of the Charter limited partnership agreement, charter or Bylaws by laws of any of the Company or the organizational documents Guarantors, the resolutions of the general partner, unitholders, shareholders, directors or any committee of directors of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), of the Company or the Guarantors or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or instrumentality, court, domestic or foreign, or stock exchange having jurisdiction over any of the Company or any Subsidiary the Guarantors or any of their assets, properties or operationsoperations (except for such violations or conflicts that would not result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by any of the Company or any Subsidiarythe Guarantors.
Appears in 3 contracts
Samples: Underwriting Agreement (Brookfield Infrastructure Partners L.P.), Underwriting Agreement (Brookfield Infrastructure Partners L.P.), Underwriting Agreement (Brookfield Infrastructure Partners L.P.)
Absence of Defaults and Conflicts. The Company is not in violation Neither the Company, the Parent Guarantor nor any of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary their subsidiaries is in violation of its organizational documents (includingoperating agreement, without limitationcharter or by-laws, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is as applicable, or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Company, the Parent Guarantor or any Subsidiary of their subsidiaries is a party or by which the Company they or any Subsidiary of them may be bound, or to which any of the property or assets of the Company Company, the Parent Guarantor or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Parent Guarantor with its their respective obligations hereunder and thereunder under the Indenture and the Securities have been duly authorized by all necessary corporate action or limited liability company action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Parent Guarantor or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of (i) the Charter operating agreement, charter or Bylaws by-laws, as applicable, of the Company Company, the Parent Guarantor or the organizational documents of any Subsidiary subsidiary or (including, without limitation, partnership and limited liability company operating agreements), ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Company, the Parent Guarantor or any Subsidiary subsidiary or any of their assets, properties or operations, except, with respect to section (ii) above, for such violations that would not result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, the Parent Guarantor or any Subsidiarysubsidiary.
Appears in 3 contracts
Samples: Underwriting Agreement (H&r Block Inc), Underwriting Agreement (H&r Block Inc), Underwriting Agreement (H&r Block Inc)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary Neither the Depositor nor NMAC is in violation of its organizational documents (includingor charter documents, without limitationbylaws, partnership and limited liability company agreements). Neither or the Company nor any of its Subsidiaries is Depositor LLC Agreement, as the case may be, or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any agreement, contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary it is a party or by which the Company it or any Subsidiary its properties or assets may be bound, which would have a material adverse effect on the Depositor’s or NMAC’s ability to which any of perform its respective obligations under the property Basic Documents or assets of on the Company validity or any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the enforceability thereof. The execution, delivery and performance by the Company of this Agreement and the consummation each of the transactions contemplated herein (including Depositor or NMAC, as the case may be, of the Basic Documents, and the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) Notes and compliance by with the Company with its obligations hereunder terms and thereunder have been duly authorized by all necessary corporate action and do not and provisions thereof will not, whether with subject to obtaining any consents or without approvals as may be required under the giving securities or “blue sky” laws of notice various jurisdictions, (i) result in a breach or passage violation of time or bothany of the terms and provisions of, conflict with or constitute a breach ofdefault under, any statute, rule, regulation, or order of any governmental agency or body or any court having jurisdiction over the Depositor or NMAC or their respective properties or any agreement or instrument to which either is a party or by which either is bound or to which any of their respective properties are subject, except where such breach, violation, or default would not have a material adverse effect on the transactions contemplated herein or Repayment Event on the Depositor’s or NMAC’s respective ability to perform its obligations under the Basic Documents, (as defined belowii) under, conflict with the Depositor’s or NMAC’s charter or bylaws or (iii) result in the creation or imposition of any lien, charge or encumbrance Lien (except as permitted by the Basic Documents) upon any of the Depositor’s or NMAC’s property or assets is subject, except for Liens that, individually or in the aggregate, will not have a material adverse effect on either of the Company Depositor’s or any Subsidiary pursuant to, NMAC’s ability to perform its respective obligations under the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryBasic Documents.
Appears in 3 contracts
Samples: Underwriting Agreement (Nissan Auto Leasing LLC Ii), Underwriting Agreement (Nissan-Infiniti Lt), Underwriting Agreement (Nissan Auto Lease Trust 2008-A)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Significant Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its Significant Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Significant Subsidiary is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the Indenture, the issuance and sale of the Securities and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents of any Subsidiary (includingsubsidiary or, without limitation, partnership and limited liability company operating agreements)except for such violations that would not result in a Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.
Appears in 3 contracts
Samples: Underwriting Agreement (Northern Trust Corp), Underwriting Agreement (Northern Trust Corp), Underwriting Agreement (Northern Trust Corp)
Absence of Defaults and Conflicts. The Neither the Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No nor any Subsidiary is in violation of its charter, bylaws or other organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreementagreement (including any Credit Facility), note, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary Subsidiary, is subject (collectively, “Agreements and Instruments”), ) except for such defaults violations or defaults, singly or in the aggregate, that are not resulting or would not reasonably be expected to result in a Material Adverse EffectChange; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the Pricing Disclosure Package and the Prospectus (including the issuance and sale of the Public Securities and by the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”Company) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both: (A) result in any violation of the provisions of the Company’s articles of incorporation (the “Charter”), the Company’s Certificate of Designation 8.25% Series A Cumulative Redeemable Perpetual Preferred Shares (the “Certificate of Designation”) or the Company’s bylaws (the “Bylaws”) or any other organization document of the Company or any Subsidiary, or (B) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or defaults, Repayment Events or Events, liens, charges or encumbrances that are not, singly or in the aggregate, resulting or would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse EffectChange), nor will such action or result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality instrumentality, self-regulatory organization or other non-governmental regulatory authority (including without limitation, the rules and regulations of the NASDAQ Stock Market (“Nasdaq”)) or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations, except for such violations that are not resulting or would not reasonably be expected to result in a Material Adverse Change. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Pyxis Tankers Inc.), Underwriting Agreement (Pyxis Tankers Inc.)
Absence of Defaults and Conflicts. The Company Advisor is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is agreement or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary Advisor is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property properties or assets of the Company or any Subsidiary Advisor is subject (collectively, “the "Advisor Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not be reasonably likely to result in a Material Adverse Effect or an Advisor's Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the Investment Advisory Agreement, and the consummation of the transactions contemplated herein and therein (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package Preliminary Offering Memorandum and the Prospectus Final Offering Memorandum under the caption “"Use of Proceeds”") and compliance by the Company Advisor with its obligations hereunder and thereunder under the Investment Advisory Agreement have been duly authorized by all necessary corporate limited liability company action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Advisor Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company or any Subsidiary Advisor pursuant to, the Advisor Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements)agreement of the Advisor, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary Advisor or any of their its assets, properties or operations. As used herein, a “an "Advisor Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryAdvisor.
Appears in 2 contracts
Samples: Purchase Agreement (Tortoise Gas & Oil Corp), Placement Agreement (Tortoise Gas & Oil Corp)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is (i) in default violation of its charter, memorandum of association or bye-laws or similar governing document, as applicable, (ii) in the performance default, and no event has occurred which, with notice or observance (nor has any event occurred which with notice, lapse of time or both both, would constitute such a default default, in the due performance or observance or performance) of any term, obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary it is a party or by which the Company it is bound or any Subsidiary may be bound, or to which any of the property its properties or assets of the Company or any Subsidiary is may be subject (collectively, “Agreements and Instruments”) or (iii) in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject, except with respect to (ii) or (iii), except for any such violations or defaults that would not result be reasonably likely, singly or in the aggregate, to have a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Guarantor with its their respective obligations hereunder and thereunder under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute result in a breach or violation of any of the terms or provisions of, or constitute a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments Instruments, (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action ii) result in any violation of the provisions of the Charter charter, memorandum of association or Bylaws bye-laws (or similar governing document) of the Company or the organizational documents any of its subsidiaries or (iii) result in any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary subsidiary or any of their assets, properties or operations; except for such conflict, breach, violation or default which would, for purposes of clauses (i) and (iii) above, either individually or in the aggregate, not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Weatherford International LTD), Underwriting Agreement (Weatherford International LTD)
Absence of Defaults and Conflicts. The Company is not in violation Neither of its Amended and Restated Certificate the Issuers nor any of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary their Subsidiaries is in violation of its organizational documents (includingcharter, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is regulations or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Issuers or any Subsidiary of their Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company Issuers or any Subsidiary of their Subsidiaries is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture, the Guaranty and the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement and Issuers in connection with the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Company Issuers with its obligations hereunder and thereunder under the Indenture, the Guaranty and the Securities and such other agreements or instruments have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Issuers or any Subsidiary of their Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company Issuers or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), their Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Issuers or any Subsidiary of their Subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Issuers or any Subsidiaryof their Subsidiaries.
Appears in 2 contracts
Samples: Purchase Agreement (Great American Financial Resources Inc), Purchase Agreement (Aag Holding Co Inc)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein and in the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”,” and the Reorganization (as such term is defined in the General Disclosure Package and the Prospectus)) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse EffectEffect and for such Repayment Events as are described in the General Disclosure Package and the Prospectus), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 2 contracts
Samples: Purchase Agreement (Superior Offshore International Inc.), Purchase Agreement (Superior Offshore International Inc.)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws or similar organizational documents or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or any Subsidiary of them may be bound, bound or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”)) or has violated or is in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of the subsidiaries or any of their assets or properties, except in each case for such violations and defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of the Transaction Documents and any other agreement or instrument entered into or issued or to be entered into or issued by the Company or any of this Agreement the Guarantors in connection with the transactions contemplated hereby or thereby or in the Disclosure Package and the Prospectus and the consummation of the transactions contemplated herein and in the Disclosure Package and the Prospectus, as the case may be (including the issuance and sale of the Securities Notes, the issuance of the Guarantees, and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Company and the Guarantors with its respective obligations hereunder and thereunder have been duly authorized by all necessary corporate action corporate, limited liability or partnership action, as the case may be, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or or, except as referred to in the Disclosure Package and the Prospectus, result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws or similar organizational documents of the Company or the organizational documents any of its subsidiaries or, in any Subsidiary (including, without limitation, partnership and limited liability company operating agreements)material respect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Autonation, Inc.), Underwriting Agreement (Autonation, Inc.)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company Issuer nor any of its Subsidiaries is in violation of its respective organizational documents or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of them is a party or by which the Company or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of them is subject (collectively, “Agreements and Instruments”"AGREEMENTS AND INSTRUMENTS"), except for such violations or defaults that would not result in a Material Adverse Effect; and (A) the execution, delivery and performance of this Agreement, the Securities, the Exchange Indentures (if any Exchange Debentures are issued in exchange for Preferred Securities and such exchange does not cause any of the results described in clauses (1) and (2) below), and the Escrow Agreement by the Company of this Agreement Issuer, and the consummation by the Issuer of the transactions contemplated herein and therein (including the issuance and sale by the Issuer of the Preferred Securities and the use of the proceeds from the sale of the Preferred Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”" and in accordance with the Escrow Agreement), (B) and compliance by the Company Issuer with its obligations hereunder and thereunder have been duly authorized under the Securities, (C) compliance by all necessary corporate action the Issuer with its obligations under the Exchange Indentures (if any Exchange Debentures are issued in exchange for any Preferred Securities and do such exchange does not cause any of the results described in clauses (1) and (2) below), (D) compliance by the Issuer with its obligations under the Escrow Agreement and such other agreements to which it is or will notbe a party in connection with the transactions contemplated by this Agreement, (E) consummation of the Triton Acquisition, (F) the execution, delivery and performance of the Existing Credit Facility or the New Credit Facility, as applicable, and (G) the issuance and sale of the Convertible Preferred will not (1) whether with or without the giving of notice or the passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Encumbrance upon any property or assets of the Company any such entity or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances Encumbrances that would not result in a Material Adverse Effect), nor will such action ) or (2) result in any violation of (x) the provisions of the Charter or Bylaws of the Company or the respective organizational documents of the Issuer or any Subsidiary of its Subsidiaries or (including, without limitation, partnership and limited liability company operating agreements), y) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Issuer or any Subsidiary of its Subsidiaries or any of their assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect); PROVIDED, HOWEVER, that any obligation of the Issuer to redeem or offer to repurchase the Preferred Securities (including, without limitation, any Junior Stock Special Redemption) is subject to the restrictions set forth in the Minnesota Business Corporation Act and the terms of the Issuer's Articles of Incorporation, the Credit Facilities, the Senior COD, the Senior Indenture (if the Senior Exchange Debentures are issued), and the Indenture governing the Issuer's 9 5/8% Senior Subordinated Notes due 2008. As used herein, a “Repayment Event” "REPAYMENT EVENT" means any event or condition which that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company any such entity or any Subsidiaryof its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Rural Cellular Corp), Underwriting Agreement (Rural Cellular Corp)
Absence of Defaults and Conflicts. The Company is not in violation None of its Amended and Restated Certificate Gold Xxxx, New Gold Xxxx or any of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary their respective subsidiaries is in violation of its their respective charter, by-laws, or similar organizational documents (includingdocuments, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary it is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property or assets of the Company Gold Xxxx, New Gold Xxxx or any Subsidiary of their respective subsidiaries is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the execution, delivery and performance of the Plan of Conversion, the consummation of the transactions contemplated herein in this Agreement and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Of Proceeds”) ), the consummation of the transactions contemplated in the Plan of Conversion (including the consummation of the Conversion and the issuance of the Member Securities), and the compliance by Gold Xxxx and New Gold Xxxx with their respective obligations under this Agreement and the Company with its obligations hereunder and thereunder have Plan of Conversion has been duly authorized by all necessary corporate action and do does not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Gold Xxxx, New Gold Xxxx or any Subsidiary of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter, by-laws, or Bylaws similar organizational documents, of the Company Gold Xxxx, New Gold Xxxx or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), their respective subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary Gold Xxxx, New Gold Xxxx or any of their respective subsidiaries or any of their respective assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Gold Xxxx, New Gold Xxxx or any Subsidiaryof their respective subsidiaries.
Appears in 2 contracts
Samples: Purchase Agreement (Gold Kist Holdings Inc.), Purchase Agreement (Gold Kist Holdings Inc.)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder thereunder, have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Supervalu Inc), Underwriting Agreement (Supervalu Inc)
Absence of Defaults and Conflicts. The Company is not in violation of its Articles of Amendment and Restatement (as amended or supplemented through the date of this Agreement, the “Charter”) or its Amended and Restated Certificate of Incorporation, as amended Bylaws (“Charter”), or its Third Amended and Restated Bylaws, as amended (the “Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (American Capital Mortgage Investment Corp.), Underwriting Agreement (American Capital Mortgage Investment Corp.)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter, by-laws or other organizational documents or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or any Subsidiary it may be bound, bound or to which any of the property or assets of the Company or any Subsidiary is of its subsidiaries may be subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement in connection with the transactions contemplated hereby or thereby or in the Disclosure Package and the Prospectus and the consummation of the transactions contemplated herein and in the Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, individually or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Universal Health Services Inc), Underwriting Agreement (Universal Health Services Inc)
Absence of Defaults and Conflicts. The Neither the Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary nor MIE is in violation of its organizational documents Organizational Documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is as defined below) or in default (or with the giving of notices or lapse of time would be in default) in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary MIE is a party or by which the Company or any Subsidiary either of them may be bound, or to which any of the property or assets of the Company or any Subsidiary MIE is subject (collectively, “Agreements and Instruments”), except for such defaults that would not not, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the Deposit Agreement, and the consummation of the transactions contemplated herein or therein and in the Registration Statement (including the issuance and sale of the Securities and Ordinary Shares underlying the Securities and the use of the proceeds from the sale of the Securities as described in the Statutory Prospectus included in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary MIE pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws Organizational Documents of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), MIE or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary MIE or any of their assets, properties or operations. As used herein, a “Organizational Documents” means, with respect to any person, the memorandum of association, articles of association or other organizational documents of such entity and any amendments thereto. A “Repayment Event” means any event or condition which that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryMIE.
Appears in 2 contracts
Samples: Underwriting Agreement (MIE Holdings Corp), Underwriting Agreement (MIE Holdings Corp)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of the Subsidiaries is in violation of its charter, by-laws or other organizational documents. Further, neither the Company nor any of the Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of the Subsidiaries is a party or by which the Company or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of the Subsidiaries is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement, the Indenture, the Underwritten Securities, the Warrant Agreement, if applicable, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement and General Disclosure Package (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”” and, if applicable, the issuance of the shares of Common Stock upon conversion of the Securities) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (Instruments, except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), or (B) conflict with or constitute a breach of, or default under, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which Ares Management LLC (“Ares”) is a party or by which Xxxx may be bound, or to which any of the property or assets of Ares is subject, or the limited partner agreement or other governing documents of any fund managed by, advised by or affiliated with Ares, except for such conflicts, breaches or defaults that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the Charter charter, by-laws or Bylaws other organizational documents of the Company or any of the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of the Subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof the Subsidiaries.
Appears in 2 contracts
Samples: Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended second amended and Restated Certificate restated articles of Incorporation, incorporation (as amended (and restated, the “Charter”), or its Third Amended amended and Restated Bylaws, restated bylaws (as amended (and restated, the “Bylaws”). No Subsidiary ; none of the Subsidiaries is in violation of its charter, bylaws or other organizational documents (including, without limitation, partnership and limited liability company agreements). Neither documents; neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein herein, and in the Registration Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), ; nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws or other organizational documents document of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), Subsidiary; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operationsoperations (except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Coastal Financial Corp), Underwriting Agreement (Coastal Financial Corp)
Absence of Defaults and Conflicts. The Company is not in violation of its Articles of Amendment and Restatement (as amended or supplemented through the date of this Agreement, the “Charter”) or its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended Bylaws (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (American Capital Mortgage Investment Corp.), Underwriting Agreement (American Capital Mortgage Investment Corp.)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture, the Securities and the Pledged Bonds and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package any preliminary prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder under the Indenture, the Securities and the Pledged Bonds have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in (x) any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents of any Subsidiary subsidiary or (including, without limitation, partnership and limited liability company operating agreements), y) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary subsidiary or any of their assets, properties or operationsoperations (except for such violations in the case of clause (y) that would not reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.
Appears in 2 contracts
Samples: Purchase Agreement (Puget Sound Energy Inc), Purchase Agreement (Puget Sound Energy Inc)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of the subsidiaries is in violation of its Subsidiaries is declaration of trust (“Original Declaration of Trust”) or bylaws (“Original Company Bylaws”), in the case of the Company, or certificate of formation or limited liability company agreement (or like organizational documents) (each a “Subsidiary Governing Document”), in the case of any of the subsidiaries, or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary such subsidiary is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property or assets of the Company or any Subsidiary of its Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate trust action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of the subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws Original Declaration of Trust, the Original Company Bylaws, the amended and restated declaration of trust of the Company, as effective at the Closing Time (“Amended Declaration of Trust”), the amended and restated bylaws of the Company, as effective at the Closing Time (“Amended Company or the organizational documents of Bylaws”), any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), Governing Document or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of the subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof the subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Select Income REIT), Underwriting Agreement (Select Income REIT)
Absence of Defaults and Conflicts. The Company Neither the Company, either of the Guarantors nor any of their respective subsidiaries is not (i) in violation of its Amended and Restated Certificate charter, memorandum of Incorporationassociation or bye-laws or similar governing document, as amended applicable, (“Charter”)ii) in default, and no event has occurred which, with notice or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both both, would constitute such a default default, in the due performance or observance or performance) of any term, obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary it is a party or by which the Company it is bound or any Subsidiary may be bound, or to which any of the property its properties or assets of the Company or any Subsidiary is may be subject (collectively, “Agreements and Instruments”) or (iii) in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject, except with respect to (ii) or (iii), except for any such violations or defaults that would not result be reasonably likely, singly or in the aggregate, to have a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Guarantors with its their respective obligations hereunder and thereunder under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute result in a breach or violation of any of the terms or provisions of, or constitute a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or either of the Guarantors or any Subsidiary of their respective subsidiaries pursuant to, the Agreements and Instruments Instruments, (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action ii) result in any violation of the provisions of the Charter charter, articles or Bylaws memorandum of association, organizational regulations or bye-laws (or similar governing document) of the Company or either of the organizational documents Guarantors or any of their respective subsidiaries or (iii) result in any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or either of the Guarantors or any Subsidiary of their respective subsidiaries or any of their assets, properties or operations; except for such conflict, breach, violation or default which would, for purposes of clauses (i) and (iii) above, either individually or in the aggregate, not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or either of the Guarantors or any Subsidiaryof their respective subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Weatherford International Ltd./Switzerland), Underwriting Agreement (Weatherford International Ltd./Switzerland)
Absence of Defaults and Conflicts. The Neither the Company nor its consolidated subsidiary is not (A) in violation of its Amended and Restated Certificate articles of Incorporationincorporation or bylaws, each as amended (“Charter”)amended, or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is B) in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary its consolidated subsidiary is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary its consolidated subsidiary is subject (collectively, “Agreements and Instruments”), except for any such defaults with respect to this clause (B) that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture and the Securities, the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) ), and compliance by the Company with its obligations hereunder and thereunder under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary its consolidated subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of (I) the Charter articles of incorporation or Bylaws bylaws, each as amended, of the Company or the organizational documents of any Subsidiary its consolidated subsidiary, or (including, without limitation, partnership and limited liability company operating agreements), II) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary its consolidated subsidiary or any of their assets, properties or operations, except for any such violations with respect to this clause (II) as would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryits consolidated subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Wisconsin Power & Light Co), Underwriting Agreement (Wisconsin Power & Light Co)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties or operationsoperations (a “Government Entity”) except for such violations that would not reasonably be expected to result in a Material Adverse Effect, nor will any such action result in any violation of the provisions of the charter or by-laws of the Company or any Designated Subsidiary. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Selective Insurance Group Inc), Underwriting Agreement (Selective Insurance Group Inc)
Absence of Defaults and Conflicts. The Neither the Guarantor nor the Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any provisions of its Subsidiaries is charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Guarantor or the Company or any Subsidiary is a party or by which the Company it or any Subsidiary of them may be bound, bound or to which any of the property or assets of the Guarantor or the Company or any Subsidiary is subject (collectively, “the "Guarantor Agreements and Instruments”"), except for such defaults that would not result in a Guarantor Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, each Guarantee, each Funding Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement and Principal Entities in connection with the transactions contemplated by the Prospectus (collectively, the "Principal Program Documents"), the consummation of the transactions contemplated herein by the Prospectus (including the issuance and sale of the Securities Notes and the use of the proceeds from the sale of the Securities therefrom as described in the Registration Statement, the General Disclosure Package Prospectus) and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company Principal Entities with its their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach ofbreach, violation or default which gives the holder of any note, debenture or Repayment Event other evidence of indebtedness (as defined belowor any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Guarantor or the Company under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Guarantor or the Company or any Subsidiary pursuant to, the any Guarantor Agreements and Instruments (except for Instruments, except, in each case, to the extent such conflictsconflict, breachesbreach, defaults default, event or Repayment Events or liens, charges or encumbrances that condition would not result in a Guarantor Material Adverse Effect), nor will such action actions result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company Guarantor or the organizational documents of any Subsidiary (includingCompany or, without limitation, partnership and limited liability company operating agreements)except to the extent such violation would not result in a Guarantor Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Guarantor or the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 2 contracts
Samples: Distribution Agreement (Principal Life Insurance Co), Distribution Agreement (Principal Life Insurance Co)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of IncorporationNeither the Company, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No the Guarantor nor any Subsidiary is in violation of its organizational documents (includingarticles of incorporation or by-laws or in default, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance no event has occurred that with notice or observance (nor has any event occurred which with notice, lapse of time or both would constitute such a default default, in the performance or observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Company, the Guarantor or any Subsidiary is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property or assets of the Company Company, the Guarantor or any Subsidiary is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect, or in violation of any applicable statute, law, rule, regulation or judicial or administrative decree, writ, judgment or order, except for such violations that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement, the Time of Sale Information and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Guarantor with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate action under the Indenture and do the Securities does not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Guarantor or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter articles of incorporation or Bylaws by-laws of the Company Company, the Guarantor or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Company, the Guarantor or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, the Guarantor or any Subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Agl Resources Inc), Underwriting Agreement (Agl Resources Inc)
Absence of Defaults and Conflicts. The Neither the --------------------------------- Company is not in violation nor any of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary subsidiaries is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is charter or by- laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Indenture and the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein and in the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assetsassets or properties, properties which violation would result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or operationsby-laws of the Company or any of its subsidiaries. No event of default exists under any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument constituting Senior Indebtedness (as defined in the Indenture). As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 2 contracts
Samples: Purchase Agreement (Cross Timbers Oil Co), Purchase Agreement (Cross Timbers Oil Co)
Absence of Defaults and Conflicts. The Neither the Company is not nor its consolidated subsidiaries are (A) in violation of its Amended and Restated Certificate respective articles of Incorporationincorporation or bylaws, each as amended (“Charter”)amended, or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is B) in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary its consolidated subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary its consolidated subsidiaries is subject (collectively, “Agreements and Instruments”), except for any such defaults with respect to this clause (B) that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture and the Securities, the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) ), and compliance by the Company with its obligations hereunder and thereunder under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary its consolidated subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of (I) the Charter articles of incorporation or Bylaws bylaws, each as amended, of the Company or the organizational documents of any Subsidiary its consolidated subsidiaries, or (including, without limitation, partnership and limited liability company operating agreements), II) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary its consolidated subsidiaries or any of their assets, properties or operations, except for any such violations with respect to this clause (II) as would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryits consolidated subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Wisconsin Power & Light Co), Underwriting Agreement (Wisconsin Power & Light Co)
Absence of Defaults and Conflicts. The Company Fund is not in violation of its Amended and Restated Certificate declaration of Incorporationtrust or by-laws, each as amended (“Charter”)from time to time, or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary it is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property or assets of the Company or any Subsidiary Fund is subject (collectively, “"Agreements and Instruments”), ") except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement, the Investment Management Agreement, each Sub-Advisory Agreement, the Administration and Accounting Services Agreement, the Custodian Services Agreement and the Transfer Agency Services Agreement referred to in the Registration Statement (as used herein, the "Management Agreement," the "Sub-Advisory Agreements," the "Administration Agreement," the "Custodian Agreement" and the "Transfer Agency Agreement," respectively) and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company Fund with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action Fund actions and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter declaration of trust or Bylaws by-laws of the Company Fund, each as amended from time to time, or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary Fund or any of their its assets, properties or operations, except for such violations that would not have a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryFund.
Appears in 2 contracts
Samples: Purchase Agreement (Macquarie/First Trust Global Infrastr/Util Div & Inc Fund), Purchase Agreement (First Trust Four Corners Senior Floating Rate Income Fund Ii)
Absence of Defaults and Conflicts. The Neither the Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No nor any Subsidiary is in violation of its charter, bylaws or other organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreementagreement (including any Credit Facility), note, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary Subsidiary, is subject (collectively, “Agreements and Instruments”), ) except for such defaults violations or defaults, singly or in the aggregate, that are not resulting or would not reasonably be expected to result in a Material Adverse EffectChange; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the Pricing Disclosure Package and the Prospectus (including the issuance and sale of the Public Securities and by the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”Company) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both: (A) result in any violation of the provisions of the Company’s articles of incorporation (the “Charter”), the Company’s Certificate of Designation 7.75% Series A Cumulative Convertible Preferred Shares (the “Certificate of Designation”) or the Company’s bylaws (the “Bylaws”) or any other organization document of the Company or any Subsidiary, or (B) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or defaults, Repayment Events or Events, liens, charges or encumbrances that are not, singly or in the aggregate, resulting or would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse EffectChange), nor will such action or result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality instrumentality, self-regulatory organization or other non-governmental regulatory authority (including without limitation, the rules and regulations of the NASDAQ Stock Market (“Nasdaq”)) or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations, except for such violations that are not resulting or would not reasonably be expected to result in a Material Adverse Change. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Pyxis Tankers Inc.), Underwriting Agreement (Pyxis Tankers Inc.)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Charter or By-laws; none of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary the Subsidiaries is in violation of its organizational documents (including, without limitation, partnership charter or bylaws and limited liability company agreements). Neither neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), ) except for such violations or defaults that would not not, singly or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the Deposit Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder under the Deposit Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result result, singly or in the aggregate, in a Material Adverse Effect), ; nor will such action result in any violation of the provisions of the Charter or Bylaws By-laws of the Company or the organizational documents charter or by-laws of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), Subsidiary; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality governmental agency or body or court, domestic or foreignforeign (each a “Governmental Entity”), having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operationsoperations (except for such violations that would not result, singly or in the aggregate, in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (TriState Capital Holdings, Inc.), Underwriting Agreement (TriState Capital Holdings, Inc.)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is (A) in violation of its charter or by-laws or (B) in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in have a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in have a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements)its subsidiaries, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Hyperion Therapeutics Inc), Underwriting Agreement (Hyperion Therapeutics Inc)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws (or other organizational documents) or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property assets, properties or assets operations of the Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such violations or defaults that would could not reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and the Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement and each Guarantor in connection with the transactions contemplated hereby or thereby or in the Registration Statement, the Prospectus and the Disclosure Package and the consummation of the transactions contemplated herein and in the Registration Statement, the Prospectus and the Disclosure Package (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”” in the Prospectus and the Disclosure Package relating to such Underwritten Securities) and compliance by the Company and each Guarantor with its their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company or any Subsidiary of its subsidiaries pursuant to, the any Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws (or other organizational documents) of the Company or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their respective assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Vectren Utility Holdings Inc), Underwriting Agreement (Vectren Utility Holdings Inc)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended Incorporation (the “Charter”), or its Third Amended and Restated BylawsBy-laws, as amended and restated (the “Bylaws”). No Subsidiary ; none of the Subsidiaries is in violation of its charter, bylaws or other organizational documents (including, without limitation, partnership and limited liability company agreements). Neither neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), ; nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws or other organizational documents document of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), Subsidiary; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operationsoperations (except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Valley National Bancorp), Underwriting Agreement (Valley National Bancorp)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is (i) in default violation of its charter, memorandum of association or bye-laws or similar governing document, as applicable, (ii) in the performance default, and no event has occurred which, with notice or observance (nor has any event occurred which with notice, lapse of time or both both, would constitute such a default default, in the due performance or observance or performance) of any term, obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary it is a party or by which the Company it is bound or any Subsidiary may be bound, or to which any of the property its properties or assets of the Company or any Subsidiary is may be subject (collectively, “Agreements and Instruments”) or (iii) in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject, except with respect to (ii) or (iii), except for any such violations or defaults that would not result be reasonably likely, singly or in the aggregate, to have a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”” and in the Disclosure Package) and compliance by the Company and the Guarantor with its their respective obligations hereunder and thereunder under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute result in a breach or violation of any of the terms or provisions of, or constitute a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments Instruments, (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action ii) result in any violation of the provisions of the Charter charter, memorandum of association or Bylaws bye-laws (or similar governing document) of the Company or the organizational documents any of its subsidiaries or (iii) result in any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary subsidiary or any of their assets, properties or operations; except for such conflict, breach, violation or default which would, for purposes of clauses (i) and (iii) above, either individually or in the aggregate, not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Weatherford International LTD), Underwriting Agreement (Weatherford International LTD)
Absence of Defaults and Conflicts. The Neither the Company is not in violation nor --------------------------------- any of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary subsidiaries is in violation of its organizational documents (including, without limitationcharter or by-laws, partnership and agreement, limited liability company agreements). Neither the Company nor any of its Subsidiaries is agreement or other similar organizational document or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “the "Agreements and Instruments”), ") except for such violations or defaults that would not result in have a Material Adverse Effect; and the execution, delivery and performance by of the Company of this Agreement Purchase Agreements and the consummation of the transactions contemplated herein in the Purchase Agreements and in the Registration Statement (including the sale to the Underwriters and public offering of the Securities, and the issuance and sale (if any) of the Securities which the Underwriters have the option to purchase from the Company pursuant to the Purchase Agreements and the use of the proceeds from therefrom by the sale of the Securities Company as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and thereunder under the Purchase Agreements have been duly authorized by the Company by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary subsidiary pursuant to, any of the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, in the case of any Agreement or Instrument other than the Escrow Agreement (as defined below) and the Stock Purchase Agreement dated as of October 30, 1998 (the "Stock Purchase Agreement") among the Company, Xxxxxx Xxxx Foods, Inc. and the Webb Sellers, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws, partnership agreement, limited liability company agreement or other similar organizational document of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary subsidiary or any of their respective assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.
Appears in 2 contracts
Samples: Purchase Agreement (Us Foodservice/Md/), International Purchase Agreement (Us Foodservice/Md/)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), ) or its Third Second Amended and Restated Bylaws, as amended Bylaws (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 2 contracts
Samples: Sales Agreement (American Capital Agency Corp), Sales Agreement (American Capital Agency Corp)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (American Capital Agency Corp), Underwriting Agreement (American Capital Agency Corp)
Absence of Defaults and Conflicts. The Company is not in violation None of its Amended and Restated Certificate of Incorporationthe Company, as amended (“Charter”)the Operating Partnership, any subsidiary or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary any Property Partnership is in violation of its charter, by-laws, certificate of limited partnership or partnership agreement or other organizational documents (includingdocument, without limitationas the case may be, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any material obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary such entity is a party or by which the Company or any Subsidiary of them may be bound, or to which any of its assets or the property Properties may be bound or assets of the Company or any Subsidiary is are subject (collectively, “"Agreements and Instruments”"), except for such defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and each applicable Warrant Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement or the Operating Partnership in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company and the Operating Partnership with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate action or partnership action, as the case may be, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company Company, the Operating Partnership, any subsidiary or any Subsidiary Property Partnership pursuant to, the any Agreements and Instruments (Instruments, except for such conflicts, breaches, defaults or Repayment Events defaults, events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws charter, by-laws of the Company or the organizational documents of the Operating Partnership, any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), subsidiary or any Property Partnership or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Company, the Operating Partnership, any subsidiary or any Subsidiary Property Partnership or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, the Operating Partnership, any subsidiary or any SubsidiaryProperty Partnership.
Appears in 2 contracts
Samples: Underwriting Agreement (Mills Corp), Underwriting Agreement (Mills Corp)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is (A) in violation of its articles of incorporation or bylaws, each as amended, or (B) in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for any such defaults with respect to this clause (B) that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture and the Securities, the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) ), and compliance by the Company with its obligations hereunder and thereunder under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of (I) the Charter articles of incorporation or Bylaws bylaws, each as amended, of the Company or the organizational documents any of any Subsidiary its subsidiaries, or (including, without limitation, partnership and limited liability company operating agreements), II) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations, except for any such violations with respect to this clause (II) as would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Interstate Power & Light Co), Underwriting Agreement (Interstate Power & Light Co)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), ) or its Third Second Amended and Restated Bylaws, as amended Bylaws (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 2 contracts
Samples: Sales Agreement (AGNC Investment Corp.), Sales Agreement (AGNC Investment Corp.)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of the Subsidiaries is in violation of its charter, by-laws or other organizational documents. Further, neither the Company nor any of the Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of the Subsidiaries is a party or by which the Company or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of the Subsidiaries is subject (collectively, “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement, the Indenture, the Underwritten Securities, the Warrant Agreement, if applicable, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement and General Disclosure Package (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”" and, if applicable, the issuance of the shares of Common Stock upon conversion of the Securities) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (Instruments, except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), or (B) conflict with or constitute a breach of, or default under, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which Ares is a party or by which Ares may be bound, or to which any of the property or assets of Ares Management LLC ("Ares") is subject, or the limited partner agreement or other governing documents of any fund managed by, advised by or affiliated with Ares, except for such conflicts, breaches or defaults that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the Charter charter, by-laws or Bylaws other organizational documents of the Company or any of the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of the Subsidiaries or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof the Subsidiaries.
Appears in 2 contracts
Samples: Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Significant Subsidiaries is in default in is, or with the performance giving of notice or observance (nor has any event occurred which with notice, lapse of time or both would constitute a be, in violation of or in default in the observance under, its charter or performance) of by-laws or any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease agreement or other agreement or instrument which is material to the Company and its consolidated subsidiaries taken as a whole and to which the Company or any Subsidiary of its Significant Subsidiaries is a party or by which it or any of them or any of their respective properties is bound, except for violations and defaults which individually and in the aggregate would not result in a Material Adverse Effect; the execution, delivery and performance by the Company of its obligations under this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument which is material to the Company and its consolidated subsidiaries taken as a whole and to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any Subsidiary may be bound, of its Significant Subsidiaries is bound or to which any of the property or assets of the Company or any Subsidiary of its Significant Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)subject, nor will any such action result in any violation of the provisions of the Charter Certificate of Incorporation or Bylaws the By-Laws of the Company or the organizational documents any applicable law or statute or any order, rule or regulation of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ court or decree of any government, government instrumentality governmental agency or court, domestic or foreign, body having jurisdiction over the Company or any Subsidiary Company, its Significant Subsidiaries or any of their assetsrespective properties; and no consent, properties approval, authorization, order, registration or operations. As used hereinqualification of or with any such court or governmental agency or body is required for the execution, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness delivery and performance by the Company of its obligations under this Agreement, the Indenture and the Securities, except (1) such consents, approvals, authorizations, orders, registrations or any Subsidiaryqualifications as have been obtained under the Act, (2) such consents, approvals, authorizations, orders, registrations or qualifications as will be required under the Act or the Trust Indenture Act and (3) as may be required under state securities or Blue Sky Laws in connection with the purchase and distributions of the Securities by the Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Gillette Co), Underwriting Agreement (Gillette Co)
Absence of Defaults and Conflicts. The Company Neither PSEG nor any of its Subsidiaries is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), other organization document or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company PSEG or any Subsidiary of its Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property assets, properties or assets operations of the Company PSEG or any Subsidiary of its Subsidiaries is subject (collectively, “"Agreements and Instruments”"), except for such defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance by the Company of this Underwriting Agreement, the applicable Terms Agreement and each applicable Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by PSEG in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company PSEG with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company PSEG or any Subsidiary of its subsidiaries pursuant to, the any Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company PSEG or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company PSEG or any Subsidiary of its subsidiaries or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company PSEG or any Subsidiaryof its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Public Service Enterprise Group Inc), Underwriting Agreement (Public Service Enterprise Group Inc)
Absence of Defaults and Conflicts. The issue and sale of the Securities, the execution and delivery by the Company is or the Guarantor, as the case may be, of, and the performance by the Company and the Guarantor of all their obligations under, the Indenture, this Agreement and the Securities will not (x) contravene the provisions of the Memorandum and Articles of Association or similar constituent document of the Company, the Guarantor or any Significant Subsidiary, (y) contravene applicable laws of Ireland or the United States, including any state thereof or the District of Columbia having jurisdiction over the Company, the Guarantor or any Significant Subsidiary except for such contraventions as would not individually or in the aggregate reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Guarantor and its subsidiaries taken as a whole or (z) conflict with or result in a material breach or violation of its Amended and Restated Certificate any of Incorporation, as amended (“Charter”)the terms or provisions of, or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a material default in the observance or performance) of under, any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease agreement or other agreement or instrument to which the Company Company, the Guarantor or any Significant Subsidiary is a party or by which the Company Company, the Guarantor or any Subsidiary may be bound, or to which any of the property or assets of the Company or any Significant Subsidiary is subject (collectively, “Agreements and Instruments”), bound except for such defaults that agreements the contravention of which would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, financial condition or results of operations of the Guarantor and its subsidiaries taken as a whole; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein (including the issuance issue and sale of the Securities and or the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance consummation by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents Guarantor of any Subsidiary the transactions contemplated by this Agreement or the Indenture, except (includingA) such consents, without limitationapprovals, partnership and limited liability company operating agreements)authorizations, any applicable laworders, statutelicenses, rule, regulation, judgment, order, writ registrations or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness qualifications as have been obtained by the Company or the Guarantor, as applicable, and are in full force and effect, (B) as may be required under the blue sky (or similar) laws of any Subsidiaryjurisdiction in which the Securities are offered or sold and (C) the filing with, and the approval by, NYSE of the Listing Application.
Appears in 2 contracts
Samples: Underwriting Agreement (CRH Public LTD Co), Underwriting Agreement (CRH Public LTD Co)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not result in reasonably be expected to have a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture, the Securities and the Capped Call Confirmations and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) ,” and the issuance of shares of Common Stock upon conversion of the Securities), and compliance by the Company with its obligations hereunder and thereunder under the Indenture, the Securities and the Capped Call Confirmations have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their material assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Theravance Inc), Underwriting Agreement (Theravance Inc)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended Incorporation (“Charter”), ) or its Third Amended and Restated Bylaws, as amended Bylaws (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 2 contracts
Samples: Sales Agreement (American Capital Agency Corp), Sales Agreement (American Capital Agency Corp)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its --------------------------------- the Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of the Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “"Agreements and Instruments”), ") except for such defaults that would not not, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement (including (a) the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”", (b) the issuance of the shares of Common Stock issuable upon conversion of the Securities and (c) the consummation of the Company's redemption (the "Redemption") of its outstanding 7% Subordinated Convertible Debentures due 2003 (the "7% Debentures")) and compliance by the Company with its obligations hereunder and thereunder under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, give rise to any right of termination under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 1 contract
Absence of Defaults and Conflicts. The Neither the Company nor any “significant subsidiary” of the Company (as such term is not defined in violation Rule 1-02 of its Amended Regulation S-X) (each, a “Subsidiary” and Restated Certificate collectively, the “Subsidiaries” and each of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary which is listed on Schedule D hereto) is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, bound or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), ) except for such defaults that as would not result have a material adverse effect on the condition, financial or otherwise, or on the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”); and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their its assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment (through acceleration or otherwise), in each case prior to its stated maturity, of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company Fund is not in violation of its Amended agreement and Restated Certificate declaration of Incorporationtrust or by-laws, each as amended (“Charter”)from time to time, or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary it is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property or assets of the Company or any Subsidiary Fund is subject (collectively, “"Agreements and Instruments”), ") except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement, the Investment Management Agreement, the Investment Advisory Agreement, the Administrative Services Agreement, the Custodian Agreement and the Transfer Agency and Service Agreement referred to in the Registration Statement (as used herein, the "Management Agreement," the "Advisory Agreement," the "Administrative Services Agreement," the "Custodian Agreement" and the "Transfer Agency Agreement," respectively) and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company Fund with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation (except for such violations that will not result in a Material Adverse Effect) of the provisions of the Charter agreement and declaration of trust or Bylaws by-laws of the Company Fund, each as amended from time to time, or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary Fund or any of their its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the Securities by the Underwriters pursuant to this Agreement. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryFund.
Appears in 1 contract
Samples: Purchase Agreement (Western Asset Claymore Us Treasury Inflation Pro Sec Fund 2)
Absence of Defaults and Conflicts. The Company Fund is not in violation of its Amended agreement and Restated Certificate declaration of Incorporationtrust or by-laws, each as amended (“Charter”)from time to time, or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary it is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property or assets of the Company or any Subsidiary Fund is subject (collectively, “"Agreements and Instruments”), ") except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement, the Investment Advisory Agreement dated as of [ ], 2004 between the Fund and the Investment Adviser (the "Investment Advisory Agreement"), the Investment Management Agreement dated as of [ ], 2004 among the Fund, the Investment Adviser and the Investment Manager (the "Investment Management Agreement"), the Custodian Contract dated as of [ ], 2004 between the Fund and The Bank of New York (the "Custodian Agreement") and the Registrar, Transfer Agency and Service Agreement dated as of [ ], 2004 between the Fund and The Bank of New York (the "Stock Transfer Agency Agreement") and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company Fund with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action under the Delaware Statutory Trust Act (the "Delaware Act") and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation (except for such violations that will not result in a Material Adverse Effect) of the provisions of the Charter agreement and declaration of trust or Bylaws by-laws of the Company Fund, each as amended from time to time, or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary Fund or any of their its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the Securities by the Underwriters pursuant to this Agreement. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryFund.
Appears in 1 contract
Samples: Purchase Agreement (Advent/Claymore Enhanced Growth & Income Fund)
Absence of Defaults and Conflicts. The Company Trust is not in violation of its Amended the trust certificate of the Trust filed with the State of Delaware (the "Trust Certificate") or the Declaration, and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary neither the Company nor the Bank is in violation of its organizational documents (includingcharter or by-laws; none of the Trust, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries or the Bank is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary it is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the its property or assets of the Company or any Subsidiary is subject (collectively, “"Agreements and Instruments”"), except for such defaults under Agreements and Instruments that would not result in a Material Adverse Effect; and the execution, delivery and performance of the Operative Documents by the Company Trust or the Company, as the case may be, the issuance, sale and delivery of this Agreement the Preferred Securities, the Junior Subordinated Debentures, the Preferred Securities Guarantee and the Common Securities Guarantee, the consummation of the transactions contemplated herein (including by the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) Operative Documents and compliance by the Company Offerors with its obligations hereunder and thereunder the terms of the Operative Documents to which they are a party have been duly authorized by all necessary corporate action on the part of the Company and, at the Closing Time, will have been duly authorized by all necessary action on the part of the Trust and do not and will not, whether with or without the giving of notice or passage of time or both, violate, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any security interest, mortgage, pledge, lien, charge charge, encumbrance, claim or encumbrance equitable right upon any property or assets of the Trust, the Company or any Subsidiary of its subsidiaries pursuant to, to any of the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or any of its subsidiaries or the organizational documents Declaration or the Trust Certificate, or violation by the Company or any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), its subsidiaries of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government authority, agency or instrumentality or court, domestic or foreign, including, without limitation, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Commissioner of Banks of the Commonwealth of Massachusetts, having jurisdiction over the Company Trust, the Company, the Company's subsidiaries, or any Subsidiary or any of their assetsrespective properties (collectively, properties or operations"Governmental Entities"). As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust, the Company or any Subsidiaryof its subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (Independent Capital Trust Ii)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”"), except for such defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and each applicable Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company or any Subsidiary of its subsidiaries pursuant to, the any Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events defaults, events or liens, charges or encumbrances that would not result in a Material Adverse Effect), ) nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, foreign having jurisdiction over the Company or any Subsidiary if its subsidiaries or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of the Subsidiaries is in violation of its charter, by-laws or other organizational documents. Further, neither the Company nor any of the Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of the Subsidiaries is a party or by which the Company or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of the Subsidiaries is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement, the Indenture (including the Supplemental Indenture), the Underwritten Securities, the Warrant Agreement, if applicable, the Investment Advisory Agreement, the Administration Agreement and the DTC Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement and General Disclosure Package (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”” and, if applicable, the issuance of the shares of Common Stock upon conversion of the Securities) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (Instruments, except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), or (B) conflict with or constitute a breach of, or default under, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which Ares Management LLC (“Ares”) is a party or by which Xxxx may be bound, or to which any of the property or assets of Ares is subject, or the limited partner agreement or other governing documents of any fund managed by, advised by or affiliated with Ares, except for such conflicts, breaches or defaults that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the Charter charter, by-laws or Bylaws other organizational documents of the Company or any of the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of the Subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof the Subsidiaries.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or bylaws or its partnership agreement, as the case may be, or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or any Subsidiary of them may be bound, or to which any of the property respective properties or assets of the Company or any Subsidiary subsidiary is subject (collectively, “"Agreements and Instruments”"), except for such defaults that would not result in have a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the Articles Supplementary and the consummation of the transactions contemplated herein and therein (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities to repay borrowings under the Amended and Restated Revolving Credit Agreement dated as of December 30, 1997 among the Company, the banks named therein and The Bank of New York, as agent and swing line bank and BNY Capital Markets, Inc., as arranger, as amended by that certain letter agreement dated as of November 13, 1998 extending the termination date and increasing the commitments for certain lenders therein (as so amended, the "Acquisition Credit Agreement"), as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (any Agreement or Instrument, except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, individually or in the aggregate, would not result in have a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, or governmental or court judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operationsdecree. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary of the Company or any of its subsidiaries.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of IncorporationNeither the Company, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No the Guarantor nor any Subsidiary is in violation of its organizational documents (includingarticles of incorporation or by-laws or in default, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance no event has occurred that with notice or observance (nor has any event occurred which with notice, lapse of time or both would constitute such a default default, in the performance or observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Company, the Guarantor or any Subsidiary is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property or assets of the Company Company, the Guarantor or any Subsidiary is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect or in violation of any applicable statute, law, rule, regulation or judicial or administrative decree, writ, judgment or order, except for such violations that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Guarantor with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate action under the Indenture and do the Securities does not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Guarantor or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter articles of incorporation or Bylaws by-laws of the Company Company, the Guarantor or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Company, the Guarantor or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, the Guarantor or any Subsidiary.; provided, however, that the foregoing representations and warranties are made to the knowledge of the Company and the Guarantor insofar as they relate to NUI Utilities, Inc.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation Neither the Issuer nor any of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary subsidiaries is in violation of its respective organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of them is a party or by which the Company or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of them is subject (collectively, “Agreements and Instruments”"AGREEMENTS AND INSTRUMENTS"), except for such violations or defaults that would not result in a Material Adverse Effect; and (A) the execution, delivery and performance of this Agreement, the Securities, the Notes Indenture, the Exchange Indenture (if the Exchange Debentures are issued in exchange for the Exchangeable Preferred Stock), the Registration Rights Agreements, by the Company of this Agreement Issuer, and the consummation by the Issuer of the transactions contemplated herein and therein (including the issuance and sale by the Issuer of the Securities in accordance with the offering and sale restrictions contained in this Agreement and the Offering Memorandum and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum under the caption “Use of Proceeds”"USE OF PROCEEDS"), (B) and compliance by the Company Issuer with its obligations hereunder and thereunder have been duly authorized under the Securities, (C) compliance by all necessary corporate action the Issuer of its obligations under the Notes Indenture, the Exchange Indenture (if the Exchange Debentures are issued in exchange for the Exchangeable Preferred Stock) and do such other agreements to which it is or will be a party in connection with the transactions contemplated by this Agreement, (D) consummation of the Pending Acquisitions and (E) the execution, delivery and performance of the Existing Credit Facility or the New Credit Facility, as applicable, will not and will not, (1) whether with or without the giving of notice or the passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Encumbrance upon any property or assets of the Company any such entity or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances Encumbrances that would not result in a Material Adverse Effect), nor will such action Effect or (2) result in any violation of (x) the provisions of the Charter or Bylaws of the Company or the respective organizational documents of the Issuer or any Subsidiary of its subsidiaries or (including, without limitation, partnership and limited liability company operating agreements), y) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Issuer or any Subsidiary of its subsidiaries or any of their assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a “Repayment Event” "REPAYMENT EVENT" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company any such entity or any Subsidiaryof its subsidiaries.
Appears in 1 contract
Absence of Defaults and Conflicts. The Neither of the Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No nor the Subsidiary Guarantors is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements)charter or by-laws. Neither the Company nor any of its Subsidiaries subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party 8 or by which the Company or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”"), except for such defaults that as would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture, the Securities, the Exchange Securities, the Guarantees, Registration Rights Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement or the Subsidiary Guarantors, in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein and in the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum under the caption “"Use of Proceeds”") and compliance by the Company and the Subsidiary Guarantors with its their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (Instruments, except for such conflicts, breaches, defaults or defaults, Repayment Events or Events, liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), ; nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents any of its subsidiaries, nor will such action result in any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, assets or properties or operationsthat would result in a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which expressly gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”"), except for such defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and the Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Underwritten Debt Securities and the use of the proceeds from the sale of the Underwritten Debt Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company or any Subsidiary of its subsidiaries pursuant to, the any Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events defaults, events or liens, charges or encumbrances that would not result in a Material Adverse Effect), ) nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company Fund is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”)charter or by-laws, or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary it is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property or assets of the Company or any Subsidiary Fund is subject (collectively, “"Agreements and Instruments”), ") except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Stock Transfer Agency Agreement, the Fund Administration Servicing Agreement and the Fund Accounting Servicing Agreement referred to in the Registration Statement (as used herein, individually the "Investment Advisory Agreement," the "Custody Agreement" and the "Stock Transfer Agency Agreement," the "Fund Administration Servicing Agreement," and the "Fund Accounting Servicing Agreement," respectively and collectively the "Offering Agreements") and the consummation of the transactions contemplated herein in the Offering Agreements and in the Registration Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company Fund with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company Fund or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary Fund or any of their its assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryFund.
Appears in 1 contract
Samples: Underwriting Agreement (Tortoise Energy Capital Corp)
Absence of Defaults and Conflicts. The Company is not in violation Neither the Issuer nor any of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary the Subsidiaries is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is articles or other constating instrument or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license or other agreement or instrument to which the Company Issuer or any Subsidiary of the Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company Issuer or any Subsidiary is subject (collectively, “Agreements and Instruments”), except for where such defaults that default, breach or conflict would not result in reasonably be expected to have a Material Adverse Effect; and the . The execution, delivery and performance by the Company of this Agreement and the consummation each of the transactions contemplated herein Transaction Documents (including the issuance authorization, issuance, sale and sale delivery of the Securities Units and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) such securities and compliance by the Company Issuer with its obligations hereunder and thereunder hereunder) have been or will be duly authorized by all necessary corporate action action, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined belowhereinafter defined) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Issuer or any Subsidiary pursuant to, to the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor will such action result in any violation a conflict with the articles or by-laws of the provisions of the Charter Issuer or Bylaws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), or any existing applicable lawLaw, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Issuer or any Subsidiary or any of their assets, properties or operationsoperations except for such violations or conflicts that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Issuer or any Subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Banro Corp)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is (a) in violation of its charter or by-laws, (b) in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property assets, properties or assets operations of the Company or any Subsidiary of its Subsidiaries is subject (collectively, “"Agreements and Instruments”"), except for such defaults that would not result in a Material Adverse Effect or (c) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their assets, properties or operations, except for violations that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and each applicable Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company or any Subsidiary of its Subsidiaries pursuant to, the any Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor will such action result in any violation of (a) the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents any of any Subsidiary its Subsidiaries or (including, without limitation, partnership and limited liability company operating agreements), b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its Subsidiaries or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement for Debt Securities (Autozone Inc)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture, the Registration Rights Agreement and the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein and in the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum under the caption “"Use of Proceeds”") and compliance by the Company with its obligations obliga- tions hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or defaults, Repayment Events or Events, liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents any of any Subsidiary (includingits subsidiaries or, without limitation, partnership and limited liability company operating agreements)except as would not have a Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company Fund is not in violation of its Amended and Restated Certificate of Incorporationthe Statement or by-laws, each as amended (“Charter”)or supplemented to date, or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary Fund is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property or assets of the Company or any Subsidiary Fund is subject (collectively, “Agreements and Instruments”), ) except for such violations or defaults (A) that do not involve Offering Agreements (as defined below) and (B) that would not not, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement, the Investment Advisory Agreement dated as of November 1, 2015 between the Fund and the Adviser, the Amended and Restated Master Custodian Agreement dated as of July 2, 2001 between the Fund, by amended appendix, and State Street Bank & Trust Company and the Registrar, Transfer Agency and Service Agreement dated as of December 28, 1999 between the Fund and American Stock Transfer & Trust Company, LLC referred to in the Registration Statement (as used herein, individually the “Investment Advisory Agreement,” the “Custody Agreement,” and the “Transfer Agency Agreement,” respectively and collectively the “Offering Agreements”) and the consummation of the transactions contemplated herein in the Offering Agreements and in the Registration Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Registration Statement, the General Disclosure Package Preliminary Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company Fund with its obligations hereunder and thereunder have been duly authorized by all necessary corporate trust action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in (i) any violation of the provisions of the Charter Statement or Bylaws by-laws of the Company Fund or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary Fund or any of their its assets, properties or operations, except with respect to (ii) only for such violations that would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryFund.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture, the New Credit Facility, the Securities, the Guarantees and any other agreement or instrument entered into or issued or to be entered into or issued by the Company or any of this Agreement and the Guarantors in connection with the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Securities and the Guarantees and the use of the proceeds from the sale of the Securities and the Guarantees as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company and the Guarantors with its their respective obligations hereunder and thereunder under the Indenture, the Securities and the Guarantees have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or defaults, Repayment Events or Events, liens, charges or encumbrances contemplated by the New Credit Facility or that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company None of the DB Entities is not (A) in violation of its Amended and Restated Certificate of Incorporationconstituent documents, as amended charter or by-laws or (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is B) in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which any of the Company or any Subsidiary DB Entities is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary DB Entity is subject (collectively, “Agreements and Instruments”), except for such violations or defaults that would not result in have a Material Adverse Effect; and material adverse effect on the ability of the relevant DB Entity to perform its obligations under the Transaction Documents (as defined below). The execution, delivery and performance by the Company DB Entities of this Agreement, the Trust Agreement, the LLC Agreement, the Guarantees, the Initial Obligation, the Services Agreement among the Guarantor, the Trust and the Company to be dated on or about November [14], 2007 and the Agency Agreement among the Trust, the Company, The Bank of New York and Deutsche Bank Trust Company Americas to be dated on or about November [14], 2007 (collectively, “Transaction Documents”) and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Trust, the Company and the Guarantor with its their respective obligations hereunder under the Transaction Documents and thereunder the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company DB Entities or any Subsidiary subsidiary of the Guarantor pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (A) the provisions of the Charter constituent documents, charter or Bylaws by-laws of the Company DB Entities or any subsidiary of the organizational documents of any Subsidiary Guarantor or (including, without limitation, partnership and limited liability company operating agreements), B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company DB Entities or any Subsidiary subsidiary of the Guarantor or any of their assets, properties or operationsoperations (except, with respect to (B), for such violations that would not result in Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company DB Entities or any Subsidiarysubsidiary of the Guarantor.
Appears in 1 contract
Samples: Purchase Agreement (Deutsche Bank Capital Funding Trust X)
Absence of Defaults and Conflicts. The Company Fund is not in violation of its Amended agreement and Restated Certificate declaration of Incorporationtrust or by-laws, each as amended (“Charter”)from time to time, or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary it is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property or assets of the Company or any Subsidiary Fund is subject (collectively, “"Agreements and Instruments”), ") except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement, the Investment Advisory Agreement dated as of [ ], 2005 between the Fund and the Investment Adviser (the "Advisory Agreement"), the Sub-Advisory Agreement dated as of [ ], 2005 among the Fund, the Investment Adviser and the Sub-Adviser (the "Sub-Advisory Agreement"), the Custodian Contract dated as of [ ], 2005 between the Fund and The Bank of New York (the "Custodian Agreement") and the Registrar, Transfer Agency and Service Agreement dated as of [ ], 2005 between the Fund and The Bank of New York (the "Transfer Agency Agreement") and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company Fund with its obligations hereunder and thereunder have been duly authorized by all necessary corporate trust action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation (not including for these purposes any such violations that will not result in a Material Adverse Effect) of the provisions of the Charter agreement and declaration of trust or Bylaws by-laws of the Company Fund, each as amended from time to time, or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary Fund or any of their its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the Securities by the Underwriters pursuant to this Agreement. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryFund.
Appears in 1 contract
Samples: Purchase Agreement (Old Mutual/Claymore Long-Short Fund (f.k.a. Analytic Covered Call Plus Fund))
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is (A) in violation of its charter or by-laws or (B) in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Underwriting Agreement by the Company and its banking Subsidiary Merchants Bank of this Agreement Indiana, an Indiana state chartered bank (the “Bank”) and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Bank with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness or obligation of the Company or any of its Subsidiaries (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such note, debenture or other evidence of indebtedness or obligation by the Company or any Subsidiary.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its constating documents or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not result individually or in the aggregate in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Underwriting Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the U.S. Prospectus and the Canadian Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package U.S. Prospectus and the Canadian Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and under the Indenture do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries or pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result individually or in the aggregate in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter constating documents or Bylaws by-laws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary subsidiary or any of their assets, properties or operationsoperations which violation would result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof the subsidiaries.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company Fund is not in violation of its Amended agreement and Restated Certificate declaration of Incorporation, as amended (“Charter”)trust or by-laws, or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary it is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property or assets of the Company or any Subsidiary Fund is subject (collectively, “"Agreements and Instruments”), ") except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement, the Management Agreement, the Sub-Advisory Agreement, the Administration Agreement, the Custodian Agreement and the Transfer and Dividend Disbursing Agent and Registrar Agreement referred to in the Registration Statement (as used herein, the "Management Agreement," the "Sub-Advisory Agreement," the "Administration Agreement," the "Custodian Agreement" and the "Transfer and Dividend Disbursing Agency and Registrar Agreement," respectively) and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company Fund with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter agreement and declaration of trust or Bylaws by-laws of the Company Fund or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary Fund or any of their its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the Securities by the Underwriters pursuant to this Agreement. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryFund.
Appears in 1 contract
Samples: Purchase Agreement (Pimco Corporate Opportunity Fund)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in violation of (i) their respective charter or by-laws or (ii) in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”), except except, with respect to clause (ii), as disclosed in the Registration Statement and the Prospectus, for such defaults that would not not, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the Company’s issuance and sale of the Securities from time to time pursuant to this Agreement or the Alternative Distribution Agreements and the its use of the proceeds Net Proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”” and the Company’s issuance and sale of shares of Common Stock from time to time pursuant to the Gazit Purchase Agreement and its use of the net proceeds therefrom) and compliance by the Company with its obligations hereunder and thereunder have been or will be duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except as disclosed in the Registration Statement and the Prospectus and for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary subsidiary or any of their assets, properties or operationsoperations (except as disclosed in the Registration Statement and the Prospectus and for such violations that would not result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect; , and the execution, delivery and performance of this Agreement, the Indenture, the Registration Rights Agreement, the Pledge and Escrow Agreement and the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein and in the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties assets or operationsproperties. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or debenture, other evidence of indebtedness or preferred stock (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness or preferred stock by the Company or any Subsidiaryof its subsidiaries.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its Organizational Documents (as defined below) or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of it subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect; the issue and sale of the Securities, the compliance by the Company with all of the provisions of the Company Documents, the consummation of the other transactions contemplated by the Company Documents on the terms contemplated by the Prospectus and the execution, delivery and performance consummation by the Company of this Agreement and the consummation of the transactions contemplated herein by the Prospectus (including including, without limitation, the issuance borrowing of monies under the New Credit Agreement in the amounts contemplated by the Prospectus, the application of such borrowings and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) ” in the Prospectus and compliance the consummation of the KCI Acquisition on the terms contemplated by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and Prospectus) do not and will not, whether with or without the giving of notice or passage of time or both, not conflict with or constitute result in a breach or violation of any of the terms or provisions of, or constitute a default or Repayment Event (as defined below) under, any Agreements or result Instruments, (A) except for such breaches, violations or defaults that will not prevent the issuance or sale of the Securities, the borrowing of monies under the New Credit Agreement in the creation amounts contemplated by the Prospectus, the application of such borrowings and the proceeds from the sale of the Securities as described under the caption “Use of Proceeds” in the Prospectus or imposition the consummation of the KCI Acquisition or any of the transactions contemplated by the Company Documents and that will not prevent compliance with the terms of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements Documents and Instruments (B) except for such conflicts, breaches, violations or defaults (other than in the case of the Existing Credit Agreement, the New Credit Agreement, the Convertible Indenture, the Convertible Debentures, the Commercial Paper Agreements, the Receivables Agreements, the KCI Indenture and the KCI Notes) which will not, individually or Repayment Events or liensin the aggregate, charges or encumbrances that would not result in have a Material Adverse Effect), nor did, do or will such action actions result in any violation of the provisions of the Charter or Bylaws Organizational Documents of the Company Company, KCI, KCLLC, KCFC or the organizational documents of any Subject Subsidiary (including, without limitation, partnership and limited liability company operating agreements), as defined below) or any applicable law, statute, rule, regulation, judgment, statute or any order, writ rule or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.regulation
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws (or other organizational documents) or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property assets, properties or assets operations of the Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”"), except for such violations or defaults that would could not reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and the Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement and each Guarantor in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”" in the Prospectus relating to such Underwritten Securities) and compliance by the Company and each Guarantor with its their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company or any Subsidiary of its subsidiaries pursuant to, the any Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws (or other organizational documents) of the Company or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their respective assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (Vectren Utility Holdings Inc)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”), ") and except for such defaults and, in the case of the Company's subsidiaries only, such violations that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Indenture and the Notes and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein herein, therein and in the Offering Memorandum (including the issuance and sale of the Securities and Notes, the use of the proceeds from the sale of the Securities Notes as described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum under the caption “"Use of Proceeds”" and the filing of the Registration Statement) and compliance by the Company with its obligations hereunder hereunder, and thereunder under the Registration Rights Agreement, the Indenture and the Notes have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties assets or operationsproperties. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.of its subsidiaries. 739869.1 5
Appears in 1 contract
Samples: Purchase Agreement (Ampex Corp /De/)
Absence of Defaults and Conflicts. The Company is not Neither of the Issuers nor any of their respective subsidiaries are in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), respective charter or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Issuers or any Subsidiary is of their respective subsidiaries, as applicable, are a party or by which the Company or any Subsidiary of them may be bound, or to which any of the property or assets of the Company Issuers or any Subsidiary of their respective subsidiaries, as applicable, is subject (collectively, “"Agreements and Instruments”), ") except for such violations and defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance by the Company Issuers of this Agreement and each of the other Recapitalization Documents to which it is a party and any other agreement or instrument entered into or issued or to be entered into or issued by the Issuers in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein herein, therein and in the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum under the caption “"Use of Proceeds”" and the consummation of the Recapitalization Transactions) and compliance by each of the Company Issuers with its their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Issuers or any Subsidiary of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectEffect and except for the Bank Agreements and for Agreements and Instruments relating to indebtedness to be repaid in full in connection with the Recapitalization Transactions), nor will such action result in any violation of the provisions of the Charter respective charter or Bylaws by-laws of each of the Company Issuers or the organizational documents any of their subsidiaries or any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), material violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary Issuers or any of their assets, properties subsidiaries or operationsany of their assets or properties. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by either of the Company Issuers or any Subsidiaryof their subsidiaries.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate Articles of Incorporation, as amended (the “Charter”), or its Third Amended and Restated Bylaws, as amended (the “Bylaws”). No Subsidiary ; none of the Subsidiaries is in violation of its charter, bylaws or other organizational documents (including, without limitation, partnership and limited liability company agreements). Neither neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or defaults, Repayment Events or liens, charges or encumbrances that would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect), ; nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws or other organizational documents document of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), Subsidiary; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operationsoperations (except for such violations that would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its Organizational Documents (as defined below) or in default (or with the giving of notice or lapse of time would be in default) in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject subject, including, without limitation, the agreements listed on Exhibit B hereto (collectively, “Agreements and Instruments”), ) except for such defaults that would not not, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the Deposit Agreement, and the consummation of the transactions contemplated herein or therein and in the Registration Statement (including the issuance and sale of the Securities and the Common Shares represented by the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, Statutory Prospectus included in the General Disclosure Package and the Prospectus under the caption heading “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws Organizational Documents of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “Organizational Documents” means, with respect to any person, the memorandum of association, articles of association, articles of incorporation, certificate of incorporation, bylaws and any charter, partnership agreements, joint venture agreements or other organizational documents of such entity and any amendments thereto. A “Repayment Event” means any event or condition which that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Xinyuan Real Estate Co LTD)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”), ) that is included as an exhibit to the documents incorporated or deemed to be incorporated by reference in the Disclosure Package and in the Final Offering Memorandum except as disclosed in the Disclosure Package and the Final Offering Memorandum or for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of the Transaction Documents and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement in connection with the transactions contemplated hereby or thereby or in the Disclosure Package and the Final Offering Memorandum and the consummation of the transactions contemplated herein and in the Disclosure Package and the Final Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus Final Offering Memorandum under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder under the Transaction Documents have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company Fund is not in violation of its Amended and Restated Certificate of IncorporationTrust, as amended (“Charter”), Declaration of Trust or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary Fund is a party or by which the Company or any Subsidiary it may be bound, or to which any of the property or assets of the Company or any Subsidiary Fund is subject (collectively, “Agreements and Instruments”), ) except for such defaults that do not involve Material Fund Agreements (as defined below) and material instruments that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement or the Investment Advisory Agreement dated as of March 28, 2005 among the Fund and the Adviser (the “Management Agreement”), the Custodian Agreement dated as of March 28, 2005 among the Fund and the Custodian, the Registrar, Transfer Agent and Registrar Service Agreement dated as of March 31, 2005 between the Fund and American Stock Transfer & Trust Company, and the Automatic Dividend Reinvestment and Voluntary Cash Purchase Plan (each, a “Material Fund Agreement”) and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company Fund with its obligations hereunder and thereunder under the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary Fund pursuant to, the Agreements and Instruments any Material Fund Agreement (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter Certificate of Trust, Declaration of Trust or Bylaws by-laws of the Company Fund or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary Fund or any of their its assets, properties or operations. As used herein, except for violations that would not result in a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any SubsidiaryMaterial Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Gabelli Global Gold, Natural Resources & Income Trust)
Absence of Defaults and Conflicts. The Company None of the Simon DeBartolo Entities or any Property Partnership is not in violation xx xxxxxxxxx xx xxx provisions of its Amended and Restated Certificate charter, by-laws, certificate of Incorporationlimited partnership or partnership agreement or other organizational document, as amended (“Charter”)the case may be, or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary each entity is a party or by which the Company or any Subsidiary of them may be bound, or to which any of the its property or assets of the Company or any Subsidiary is Portfolio Property may be bound or subject (collectively, “"Agreements and Instruments”"), except for such violations or defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance by the Company of this Agreement Agreement, the Indenture, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by any of the Transaction Entities in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by each of the Company Transaction Entities with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action thereunder, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company Operating Partnership or any Subsidiary pursuant toother Simon DeBartolo Entity or any Property Partnership pursxxxx xx, the Agreements xxx Xxxeements and Instruments (Instruments, except for such conflicts, breaches, defaults or defaults, Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter or Bylaws respective partnership agreement and certificate of limited partnership of the Company Partnerships or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), other Simon DeBartolo Entity or any applicable law, statute, rule, regulationxxxxxxxion, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Operating Partnership, any other Simon DeBartolo Entity or any Subsidiary Property Partnership or any of their assetsxxx xx xxxxx xssets, properties or operations, except for such violations that would not have a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company Operating Partnership, any other Simon DeBartolo Entity or any SubsidiaryProperty Partnership.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is (A) in violation of its respective articles of incorporation or bylaws or similar constitutive documents, each as amended, or (B) in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for any such defaults with respect to this clause (B) that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture and the Securities, the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) ), and compliance by the Company with its obligations hereunder and thereunder under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of (I) the Charter articles of incorporation or Bylaws bylaws, each as amended, of the Company or the organizational documents any of any Subsidiary its subsidiaries, or (including, without limitation, partnership and limited liability company operating agreements), II) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations, except for any such violations with respect to this clause (II) as would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (Interstate Power & Light Co)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws or partnership agreement, as the case may be, or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”"), except for such defaults as are disclosed in the Prospectus or that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and each applicable Indenture, Warrant Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein herein, therein and in the Registration Statement and the Prospectus (including the issuance and sale of the Securities and Underwritten Securities, the use of the proceeds from the sale of the Underwritten Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”" and the issuance of any Underlying Securities) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company or any Subsidiary of its subsidiaries pursuant to, the any Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws or partnership agreement, as the case may be, of the Company or any of its subsidiaries or, to the organizational documents best of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements)the Company's knowledge, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness of the Company or any of its subsidiaries (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation None of its Amended and Restated Certificate of Incorporationthe Company, as amended (“Charter”), the Operating Partnership or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No any Subsidiary is in violation of its charter, bylaws, certificate of limited partnership or partnership agreement or other organizational documents (includingdocument, without limitationas the case may be, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary each entity is a party or by which the Company or any Subsidiary of them may be bound, or to which any of the its property or assets of the Company may be bound or any Subsidiary is subject (collectively, “"Agreements and Instruments”"), except for such violations or defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the applicable Terms Agreement and each applicable Warrant Agreement and Deposit Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement or the Operating Partnership in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company and the Operating Partnership with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action or partnership action, as the case may be, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company Company, the Operating Partnership or any Subsidiary pursuant to, the any Agreements and Instruments (Instruments, except for such conflicts, breaches, defaults or defaults, Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws bylaws of the Company or the organizational documents of the Operating Partnership or any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations, except for such violations that would not have a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company Company, the Operating Partnership or any Subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Reckson Operating Partnership Lp)
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its articles of incorporation or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Mortgage, the Securities, the Exchange Securities and the Registration Rights Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement in connection with the transactions contemplated hereby or thereby or in the Disclosure Package and the Final Offering Memorandum and the consummation of the transactions contemplated herein and in the Disclosure Package and the Final Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus Final Offering Memorandum under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance (other than the lien created by the Mortgage securing the Securities and the other First Mortgage Bonds) upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter articles of incorporation or Bylaws by-laws of the Company or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations, except with respect to state securities or blue sky laws. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 1 contract
Samples: Purchase Agreement
Absence of Defaults and Conflicts. The Company is not in violation None of its Amended and Restated Certificate the Partnership, the Guarantor nor any of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary the Guarantor's Material Subsidiaries is in violation of its charter or by-laws or other constituting or organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is document or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Partnership, the Guarantor or any Subsidiary of the Guarantor's Material Subsidiaries is a party or by which the Company Partnership, the Guarantor or any Subsidiary of the Guarantor's Material Subsidiaries may be bound, or to which any of the property or assets of the Company Partnership, the Guarantor or any Subsidiary of the Guarantor's Material Subsidiaries is subject (collectively, “"Agreements and Instruments”), ") except for such defaults relating to such Agreements and Instruments that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture, the Guarantee and the Notes and the consummation of the transactions contemplated herein and in the Offering Circular (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Circular under the caption “"Use of Proceeds”") and compliance by the Company Partners, the Partnership and the Guarantor with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate action under the Indenture, the Guarantee and the Notes do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Partnership, the Guarantor or any Subsidiary of the Guarantor's subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectEffect or prevent the Partnership or the Guarantor from performing their respective obligations hereunder), nor will such action result in any violation of (i) the provisions of the Charter charter or Bylaws by-laws or other constituting or organizational document of each of the Company Partnership, the Guarantor or any of the organizational documents of any Subsidiary Guarantor's Material Subsidiaries or (including, without limitation, partnership and limited liability company operating agreements), ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Partnership, the Guarantor or any Subsidiary of the Guarantor's subsidiaries or any of their assets, properties or operations, except in the case of clause (ii), for such violation that would not result in a Material Adverse Effect or prevent the Partnership or the Guarantor from performing their respective obligations hereunder. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment prior to the stated maturity or repayment thereof of all or a portion of such indebtedness by the Company Partnership, the Guarantor or any Subsidiaryof the Guarantor's subsidiaries.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is (a) in violation of its charter or by-laws or (b) in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement in connection with the transactions contemplated hereby or thereby or in the Disclosure Package and the Final Offering Memorandum and the consummation of the transactions contemplated herein and in the Disclosure Package and the Final Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus Final Offering Memorandum under the caption “Use of Proceeds”) and compliance by the Company and the Guarantors with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents any of any Subsidiary its subsidiaries or (including, without limitation, partnership and limited liability company operating agreements), y) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations, except in the case of clause (y) above, any such violations that, singly or in the aggregate, would not result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 1 contract
Samples: Purchase Agreement (Mylan Inc.)
Absence of Defaults and Conflicts. The Company is not in violation None of the Company, any of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), subsidiaries or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary Xxxxx Xxxxx is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries or Xxxxx Xxxxx, as the case may be, is a party or by which the Company or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries or Xxxxx Xxxxx, as the case may be, is subject (collectively, “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture, the Securities, the Registration Rights Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement or the Subsidiary Guarantors in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein and in the Offering Memorandum (including the issuance and sale of the Securities Securities, the consummation of the Xxxxx Xxxxx Acquisition and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum under the caption “"Use of Proceeds”") and compliance by the Company and the Subsidiary Guarantors with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Significant Subsidiaries is in violation of its memorandum of association, bye-laws or other constitutional documents; neither the Company nor any of its subsidiaries is in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary subsidiary is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter memorandum of association, bye-laws or Bylaws other constitutional documents of the Company or the organizational documents of any Significant Subsidiary (including, without limitation, partnership and limited liability company operating agreements), or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, court having jurisdiction over the Company or any Subsidiary subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.subsidiary prior to the stated contractual maturity of such indebtedness. Back to Contents
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation None of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), the Transaction Entities or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is the Subsidiaries are in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Transaction Entities or any Subsidiary of the Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company Transaction Entities or any Subsidiary the Subsidiaries is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities Securities, and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company Transaction Entities with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Transaction Entities or any Subsidiary the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Charter or Bylaws of the Company or the organizational documents of any Subsidiary the Transaction Entities or the Subsidiaries or (including, without limitation, partnership and limited liability company operating agreements), ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Transaction Entities or any Subsidiary the Subsidiaries or any of their assets, properties or operations, except in the case of clause (ii) only, for such violations that would not result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Transaction Entities or any Subsidiaryof the Subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (PennyMac Mortgage Investment Trust)
Absence of Defaults and Conflicts. The None of the Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary any subsidiary thereof is in violation of its organizational documents (including, without limitationcharter or by-laws, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries is agreement or other constitutive documents or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary subsidiary thereof is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property assets, properties or assets operations of the Company or any Subsidiary subsidiary thereof is subject (collectively, “"Agreements and Instruments”"), except for such defaults that would not reasonably be expected to result in a Material Adverse Effect; Change. The offer of the Securities as contemplated herein and in the Prospectus, the execution, delivery and performance of this Agreement, the Indenture and any other agreement or instrument entered into or issued or to be entered into or issued by the Company of this Agreement in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Prospectus, and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including including, without limitation, the issuance and sale of the Securities Securities, and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company or any Subsidiary subsidiary thereof pursuant to, the any Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse EffectChange), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws, partnership agreement or other constitutive documents of the Company or any subsidiary thereof or, to the organizational documents best knowledge of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements)the Company, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary subsidiary thereof or over any of their assets, properties or operations, except for such violations under any applicable law, statute, rule, regulation, judgement, order, writ or decree as would not reasonably be expected to result in a Material Adverse Change. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiarysubsidiary thereof.
Appears in 1 contract
Samples: Underwriting Agreement (Ace LTD)
Absence of Defaults and Conflicts. The Neither the Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No nor any Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any provision of its Subsidiaries is charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of the Subsidiaries is a party or by which the Company it or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject subject, including, without limitation, the agreements described in paragraph (xiii) below (collectively, “the "Agreements and Instruments”), ") except for such defaults that have been waived or suspended as described in the Prospectus or that would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Option Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, any of the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations. As used herein, a “"Repayment Event” " means any event or condition which that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary. Each of the Agreements and Instruments is in full force and effect and is valid and enforceable by and against the Company or any of the Subsidiaries, as the case may be, and, to the knowledge of the Company, the other parties thereto, in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
Appears in 1 contract
Absence of Defaults and Conflicts. The Company is not in violation of its Amended and Restated Certificate of Incorporation, as amended (“Charter”), or its Third Amended and Restated Bylaws, as amended (“Bylaws”). No Subsidiary is in violation of its organizational documents (including, without limitation, partnership and limited liability company agreements). Neither the Company nor any of its Subsidiaries subsidiaries is in violation of its charter or by-laws or in default in the performance or observance (nor has any event occurred which with notice, lapse of time or both would constitute a default in the observance or performance) of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or any Subsidiary of them may be bound, or to which any of the property or assets of the Company or any Subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not not, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement Agreement, the Indenture, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by any of the Issuers in connection with the transactions contemplated hereby or thereby or in the Disclosure Package or the Final Offering Memorandum and the consummation of the transactions contemplated herein and in the Disclosure Package and the Final Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus Final Offering Memorandum under the caption “Use of Proceeds”) and compliance by the Company Issuers with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances as are disclosed in both the Disclosure Package and the Final Offering Memorandum or that would not not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter charter or Bylaws by-laws of the Company or the organizational documents any of any Subsidiary (including, without limitation, partnership and limited liability company operating agreements), its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary of its subsidiaries or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiaryof its subsidiaries.
Appears in 1 contract
