Agreement to Issue and Underwrite Sample Clauses

Agreement to Issue and Underwrite. Subject to the terms and conditions of this Agreement, the Current Issuer agrees to issue the Dollar Notes on the Closing Date to the Underwriters or as they may direct. The Dollar Notes will be issued at a price equal to the aggregate of 100 per cent. of the aggregate principal amount of the Series 1 Class A1 Notes, 100 per cent. of the aggregate principal amount of the Series 1 Class A2 Notes, 100 per cent. of the aggregate principal amount of the Series 1 Class A3 Notes, 100 per cent. of the aggregate principal amount of the Series 1 Class B Notes and 100 per cent. of the aggregate principal amount of the Series 1 Class C Notes (the "ISSUE PRICE").
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Agreement to Issue and Underwrite. Subject to the terms and conditions of this Agreement, the Current Issuer agrees to issue the Dollar Notes on the Closing Date to the Underwriters or as they may direct. The Dollar Notes ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ will be issued at a price equal to the aggregate of 100 per cent. of the aggregate principal amount of the Series 1 Class A1 Notes, 100 per cent. of the aggregate principal amount of the Series 1 Class A2 Notes, 100 per cent. of the aggregate principal amount of the Series 1 Class A3 Notes, 100 per cent. of the aggregate principal amount of the Series 1 Class B Notes, 100 per cent. of the aggregate principal amount of the Series 1 Class M Notes and 100 per cent. of the aggregate principal amount of the Series 1 Class C Notes (the "Issue Price").
Sample 1
Agreement to Issue and Underwrite. Subject to the terms and conditions of this Agreement, the Current Issuer agrees to issue the U.S. Notes on the Closing Date to the Underwriters or as they may direct. The U.S. Notes will be issued at a price equal to the aggregate of 100 per cent. of the aggregate principal amount of the Series 1 Class Al Notes, 100 per cent. of the aggregate principal amount of the Series 1 Class A2 Notes, 100 per cent. of the aggregate principal amount of the Series 1 Class A3 Notes, 100 per cent. of the aggregate principal amount of the Series 1 Class B Notes, 100 per cent. of the aggregate principal amount of the Series 1 Class C Notes, 99.982 per cent. of the aggregate principal amount of the Series 2 Class Cl Notes and 100 per cent. of the aggregate principal amount of the Series 3 Class C Notes (the "ISSUE PRICE").
Sample 1

Related to Agreement to Issue and Underwrite

  • Certain Agreements of the Underwriter The Underwriter hereby represents and agrees that:

  • Certain Agreements of the Underwriters Each Underwriter hereby represents and agrees that:

  • Origination and Underwriting The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Exhibit C.

  • Agreement to Issue Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Republic agrees to issue and sell to the Underwriters, and the Underwriters agree to purchase from the Republic, at the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, the aggregate principal amount of the Securities set forth in Schedule II hereto.

  • Agreements of the Underwriters Each Underwriter, severally and not jointly, agrees with the Seller, the Company and NFI that upon the execution of this Agreement and authorization by each Underwriter of the release of the Offered Certificates, each Underwriter shall offer the Offered Certificates for sale upon the terms and conditions set forth herein in the amounts set forth in Annex A hereto.

  • Authorization of the Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • The Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Representation of the Underwriters The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.

  • Indemnification of the Underwriters The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

  • Indemnification by the Holders and any Agents and Underwriters The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company, the Guarantors, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company, the Guarantors or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

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