Covenants of Agent. Insofar as the distribution of the offering is within your control and not the Company’s, you agree that the distribution of the offering will comply with the terms of the Prospectus, the Act, the Securities Exchange Act of 1934 and the securities laws (including applicable suitability standards, if any) of all jurisdictions in which you offer the Units or whose laws are applicable to your offering of the Units, and all rules promulgated under such Acts and laws, and all applicable rules of the NASD. You agree to provide, from time to time as requested by the Company, written certificates of compliance by you with the terms of this Agreement.
Covenants of Agent. Agent, in its individual capacity, covenants with each of the other parties hereto as follows, it being understood that the sole remedies for the breach of these covenants shall be to sxx for damages or for specific performance and that any such breach shall not modify or terminate Lessee’s obligations under Article VII:
(a) so long as this Lease remains in effect or so long as the obligations of Lessee arising hereunder have not been fully and finally discharged, Agent, in its individual capacity, (i) will keep this Lease and the Items of Equipment free and clear of all Lessor Liens attributable to Agent and shall indemnify, reimburse and hold Lessor and Lessee harmless from any and all claims, losses, damages, obligations, penalties, liabilities, demands, suits, or causes of action and all legal proceedings, and any costs or expenses in connection therewith, including reasonable legal fees and expenses, of whatever kind and nature, imposed on, incurred by or asserted against Lessor or Lessee in any way relating to, or arising in any manner out of, Agent’s failure to comply with this Section 18.5(a) and (ii) will not, provided that no Lease Default or Lease Event of Default exists, through its own actions, interfere with Lessee’s (or any permitted sublessee’s or assignee’s) rights hereunder with respect to the Items of Equipment during the term of this Lease, except as permitted or required by the terms of this Lease; and
(b) Agent shall apply funds held by it in its capacity as agent hereunder as required by this Lease.
Covenants of Agent. The Agent hereby covenants to the Company as follows, which covenants shall be deemed in force unless and until this Agreement is terminated as provided herein:
(a) The Agent shall punctually perform and observe all of its obligations and agreements contained in this Agreement.
(b) Except as provided in this Agreement, the Agent shall not take any action, or permit any action to be taken by others, which would excuse any person from any of its covenants or obligations under any Note, or under any other instrument related to a Note, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Note or any such instrument or any right in favor of the Company in a Note or such instrument, without the written consent of the Company.
(c) The Agent shall not assign this Agreement or any of its rights, powers, duties or obligations hereunder without the express prior written consent of the Company, which shall not be unreasonably withheld.
(d) Within the shorter of the time during which a prospectus relating to the Notes is required to be delivered under the Securities Act and the Rules and Regulations or the term of this Agreement, the Agent will comply as far as it is able with all requirements imposed upon it by the Securities Act and the Rules and Regulations, so far as necessary to permit the continuance of sales of or dealings in the Notes as contemplated by the provisions hereof and the Prospectus. If, during the shorter of such period or the term of this Agreement, to the Agent's best knowledge, any event or change occurs that could reasonably be considered material to the Offering or that causes any of the representations and warranties of the Agent contained herein to be untrue in any material respect, or as a result of which the Prospectus would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if, during such period, to the Agent's best knowledge, it is necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act and the Rules and Regulations, then the Agent will promptly notify the Company, and, if necessary, use reasonable efforts to assist the Company in amending the Registration Statement or supplementing the Prospectus (at the expense of the Company) so as to correct such statem...
Covenants of Agent. Agent covenants that Agent shall utilize and employ all reasonable control procedures available in its performance of the services rendered hereunder, and Agent shall promptly advise TA of any errors or mistakes in the data or information transmitted to TA, the records maintained or output generated hereby and, using normal audit and control procedures, Agent shall verify all information received from TA;
Covenants of Agent. 98 Section 18.6.
Covenants of Agent. Insofar as the distribution of the offering is within your control and not the Company’s, you agree that the distribution of the offering will comply with the terms of the Prospectus, the Act, the Securities Exchange Act of 1934 and the securities laws (including applicable suitability standards, if any) of all jurisdictions in which you offer the Units or whose laws are applicable to your offering of the Units, and all rules promulgated under such Acts and laws, and all applicable rules of the FINRA. You agree to provide, from time to time as requested by the Company, written certificates of compliance by you with the terms of this Agreement. Without limitations on the foregoing, unless and until the minimum offering amount is sold within the required time period of one year, all funds paid by investors will be transmitted to the escrow agent no later than noon of the next business day after receipt of such funds by you and the Selected Dealers, and otherwise in accordance with all applicable rules of FINRA.
Covenants of Agent. Agent hereby covenants with the Primary Parties as follows:
(a) During the period when the Prospectus is used, Agent will comply, in all material respects and at its own expense, with all requirements imposed upon it by the OTS and, to the extent applicable, by the 1933 Act, the 1934 Act and the rules and regulations promulgated under the 1933 Act and the 1934 Act.
(b) Agent will distribute any Prospectus or offering materials in connection with the offering and sale of the Common Stock only in accordance with the Conversion Regulations and the requirements of the 1933 Act and 1934 Act and the rules and regulations promulgated thereunder.
(c) KBU intends, together with PCS, to make a market in the Common Stock after the completion of the Offerings.
(d) PCS intends, together with KBW, to make a market in the Common Stock after the completion of the Offering.
Covenants of Agent. Xxxx hereby covenants with the Company and the Bank as follows:
(a) During the period when the Prospectus is used, Xxxx will comply, in all material respects and at its own expense, with all requirements imposed upon it by the OTS and, to the extent applicable, by the 1933 Act and the rules and regulations promulgated thereunder.
(b) Xxxx will distribute any Prospectus or offering materials in connection with the offering and sale of the Common Stock only in accordance with the Conversion Regulations and the requirements of the 1933 Act and 1934 Act and the rules and regulations promulgated thereunder; and
(c) Xxxx shall perform the calculations process in connection with the allocation of shares in the event of an over-subscription.
Covenants of Agent. 23 ARTICLE VI CONDITIONS..............................................................25 Section 6.01 Conditions of the Agent's Obligations.............................25 Section 6.02 Conditions of the Company's Obligations...........................30
Covenants of Agent. The Agent agrees to represent and offer the Products with the literature and other sales tools provided by KALO, in accordance with all of KALO’s pricing and terms of sale, sales policies and operating procedures. The Agent agrees that it will not promote or sell the Products outside of the Territory. Agent agrees not to make any false or misleading statements concerning KALO or the Products. Agent agrees not to use any written materials to advertise or promote the Products for KALO other than those written materials provided or approved by KALO. Agent agrees to obtain, comply with and abide by all federal, state, and local laws governing the performance of its duties and obligations under this Agreement. Agent shall not, and shall not permit its employees, agents or independent contractors, to contract in the name of or bind KALO in any manner whatsoever, without the prior, written approval of KALO.
