Agent’s Covenants. The Agent covenants and agrees with the Corporation that it will:
(a) use its best efforts to identify Subscribers for the Offered Securities;
(b) conduct its activities in connection with the proposed offer and sale of the Offered Securities in compliance with all Applicable Securities Laws of the Selling Jurisdictions and cause a similar covenant to be contained in any agreement entered into with any selling dealer group in connection with the distribution of the Offered Securities;
(c) not solicit subscriptions for Offered Securities, trade in Common Shares or otherwise do any act in furtherance of a trade of Common Shares outside of the Selling Jurisdictions;
(d) not advertise the proposed offering or sale of the Offered Securities in printed media of general or regular paid circulation, radio or television;
(e) obtain from each Subscriber an executed Subscription Agreement, including all applicable exhibits thereto and deliver all such Subscription Agreements to the Corporation at least 24 hours prior to the applicable Closing Time;
(f) obtain from each Subscriber such applicable forms as may be required by the Exchange, the OTCBB or the relevant Securities Commissions and supplied to the Agent for completion in connection with the distribution of the Offered Securities;
(g) provide to the Corporation as soon as practicable following the applicable Closing Date all information necessary to allow the Corporation to file with each of the Securities Commissions, if required, a report of trade in accordance with securities laws, rules, regulations and policies of the Selling Jurisdictions within 10 days of the applicable Closing Date;
(h) not offer or sell any Offered Securities, except in accordance with Rule 903 of Regulation S and accordingly, neither the Agent, its affiliates nor any persons acting on its or their behalf will engage in any Directed Selling Efforts in the United States with respect to the Offered Securities; and
(i) not engage in hedging transactions with regard to the Offered Securities prior to the expiration of the one-year period commencing on the later of the commencement of the offering of Offered Securities and the Closing Date, in each case unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or unless such hedging transactions are pursuant to an exemption therefrom, and they will comply with the “offering restrictions” requirement in Rule 902(...
Agent’s Covenants. Each of the Agents covenants and agrees with the Corporation that it will:
(a) conduct its activities in connection with the proposed offer and sale of the Units in compliance with this Agreement and all Applicable Securities Laws and cause each member of the Selling Dealer Group established in connection with the distribution of the Offered Securities to acknowledge its agreement to be bound by the provisions of this Agreement;
(b) comply with the applicable United States offering restrictions imposed by the laws of the United States and comply with the offering procedures set forth in Section 29 hereof;
(c) not solicit subscriptions for Offered Securities, trade in Units or otherwise do any act in furtherance of a trade of Offered Securities outside of the Selling Jurisdictions except in any other jurisdiction in compliance with the applicable laws thereof, and provided that the Agents may so solicit, trade or act within such jurisdiction only with the express written consent of the Corporation and if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify or register any of its securities or any trade of any of its securities (including the distribution of the Offered Securities) in such jurisdiction; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;
(d) obtain from each Purchaser an executed Purchase Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws or requirements of the Exchange and supplied to the Agents by the Corporation for completion in connection with the distribution of the Offered Securities; and
(e) not advertise the proposed offering or sale of the Units in printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, nor provide or make available to prospective purchasers of Units any document or material which would constitute or require the Corporation to prepare an offering memorandum, registration statement or prospectus as defined under Applicable Securities Laws.
Agent’s Covenants. (a) The Agent shall offer the Offered Securities for sale to the public in Canada (other than in the province of Québec) and the United States only, directly and through the Selling Dealer Group, upon the terms and conditions set forth in the Prospectuses and this Agreement.
(b) The Agent shall use its reasonable commercial efforts to complete, and to cause the Selling Dealer Group to complete, the distribution of the Offered Securities as soon as possible after the Closing Time.
(c) The Agent covenants and agrees with the Corporation that it will:
(i) conduct activities in connection with the proposed offer and sale of the Offered Securities in compliance with all the Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Securities;
(ii) as soon as reasonably practicable after the Closing Date (and in any event within 30 days thereof) provide the Corporation with a breakdown of the number of Offered Securities sold in each of the Qualifying Provinces and, upon completion of the distribution of the Offered Securities, provide to the Corporation notice to that effect, if required by applicable Securities Laws.
(d) For the purposes of this section 18, the Agent shall be entitled to assume that the Offered Securities may be lawfully offered for sale and sold in the Qualifying Provinces and that the Offered Securities are registered under the U.S. Securities Laws, unless the Agent has actual knowledge, or have been notified in writing to the contrary by the Corporation or any applicable securities regulatory authority.
(e) The Agent shall be entitled to offer the Prospectus Shares in any jurisdiction outside of Canada and the United States but only in compliance with applicable law and in a manner which will not require the Corporation to register in such jurisdiction or file a prospectus or similar offering document in such jurisdiction.
Agent’s Covenants. Agent hereby covenants with Lender that during the term of this Assignment, Agent shall not assign, pledge, sell or transfer the Agent Contracts to any party except to Borrower, which transfer to Borrower shall be subject to the assignment to Lender made by Agent herein. Further, Agent agrees as long as the Management Agreement remains in effect, to comply with the terms, covenants and provisions of all Agent Contracts and to keep all Agent Contracts in full force and effect to the extent necessary or desirable to the operation and management of the Property.
Agent’s Covenants. 9.1 The Agent shall provide the Tenant with suitable means of access to and egress from the Property.
9.2 The Agent shall insure the Property and Contents to their full value against loss or damage by the Insured Risks. The Agent’s insurance does not cover the Tenant’s possessions. The Tenant is advised to insure the Tenant’s own possessions with a reputable insurer.
9.3 The Agent shall make good any damage caused by an Insured Risk, unless the damage was caused by the willful actions, negligence or default of the Tenant.
9.4 The Agent shall allow the Tenant quiet enjoyment of the Property without any interruption by the Agent.
9.5 The Agent shall:
(a) keep in repair the structure and exterior of the Property (including drains, external pipes, gutters and external windows);
(b) keep in repair and proper working order the installations in the Property for the supply of water, gas and electricity and for sanitation (including basins, sinks, baths and sanitary conveniences, but not other fixtures, fittings and appliances for making use of the supply of water, gas or electricity); and
(c) keep in repair and proper working order the installations in the Property for space heating and heating water.
Agent’s Covenants. The Agent covenants with the Corporation that it will:
(a) use reasonable commercial efforts to obtain from Subscribers in the Offering Jurisdictions, subscriptions for all of the Units;
(b) conduct its activities in connection with arranging for the sale of the Units in compliance with Applicable Securities Laws; and
(c) to file with the Exchange the undertaking required by section 1.1 of Appendix 4A Due Diligence Report to the Exchange Policies.
Agent’s Covenants. (a) Each of the Agents covenants and agrees with the Fund that it will:
(i) conduct activities in connection with the proposed offer and sale of the Offered Units in compliance with all the Applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Units;
(ii) not solicit subscriptions for the Offered Units, trade in Offered Units or otherwise do any act in furtherance of a trade of Offered Units outside of the Qualifying Provinces or in other jurisdictions outside of Canada; and
(iii) as soon as reasonably practicable after the Closing Date provide the Fund with a breakdown of the number of Offered Units sold in each of the Qualifying Provinces and, upon completion of the distribution of the Offered Units, provide to the Fund notice to that effect, if required by Applicable Securities Laws.
(b) For the purposes of this section 19, the Agents shall be entitled to assume that the Offered Units may be lawfully offered for sale and sold in the Qualifying Provinces if the final MRRS decision document has been issued evidencing that a receipt for the Prospectus has been issued by the Securities Commissions, provided the Agents do not have actual knowledge, and have not been notified in writing by the Fund or the Manager, of any circumstances that would legally prohibit such distribution.
(c) No Underwriter will be liable to the Fund under this section 19 with respect to a default by any of the other Agents but will be liable to the Fund only for its own default.
Agent’s Covenants. The Agent covenants, for the term of this agreement, that:
(a) it will perform all of its obligations hereunder in a prompt and xxxxxxx-like manner in accordance with this Agreement; and
(b) it will ensure that it has assigned sufficient personnel and has engaged sufficient consultants for the performance of its obligations hereunder.
Agent’s Covenants. The Agent, for itself and on behalf of each Lender, hereby agrees that any amendments or waivers of the provisions of the Credit Agreement that (i) changes the maturity or other date set for prepayment of the principal of any Loan (as defined in the Credit Agreement), (ii) waives any Event of Default (as defined in the Credit Agreement) under the Credit Agreement, (iii) releases all or substantially all of the guarantors, if any, from the guaranties of the Credit Agreement Obligations and (iv) releases all or substantially all of the Collateral may not be effected without the prior written consent of holders of a majority in aggregate principal amount of the Junior Subordinated Notes (together with the certificates of interest in the Litigation Trust to be issued by the Litigation Trust to all holders in accordance with the Plan of Reorganization in a face amount equal to the face amount of the Junior Subordinated Notes issued to such holders issued in connection therewith) distributed in respect of a Class 3 Claim (as such term is defined in the Plan of Reorganization) pursuant to the Plan of Reorganization.
Agent’s Covenants. Each Agent covenants and agrees with the Issuer and Canetic:
(a) that it has not and, unless it obtains the prior written consent of the Issuer, will not make any offer relating to the Designated Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Issuer with the SEC or retained by the Issuer under Rule 433 of the Securities Act; and
(b) to comply with the representations, terms and conditions of the MRRS Decision applicable to it.
