Covenants of the Company and the Seller. Each of the Company and the Seller covenants with the Underwriter as follows:
(a) The Company and the Seller will prepare the Prospectus Supplement setting forth the principal amount of the Certificates covered thereby, the price or prices at which the Certificates are to be purchased by the Underwriter from the Trust, either the initial public offering price or prices or the method by which the price or prices by which the Certificates are to be sold will be determined, the selling concession(s) and reallowance(s), if any, any delayed delivery arrangements, and such other information as the Underwriter, the Company and the Seller deem appropriate in connection with the offering of the Certificates. The Seller will promptly transmit copies of the Prospectus Supplement to the Commission for filing pursuant to Rule 424 under the 1933 Act and will furnish to the Underwriter as many copies of the Prospectus and such Prospectus Supplement, each Additional Transfer Filing (as defined herein) and each Subsequent Transfer Filing (as defined herein) as the Underwriter shall reasonably request.
(b) If, at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Certificates by the Underwriter, any event shall occur or condition exist as a result of which it is necessary, in the opinion of your counsel, counsel for the Company and the Seller, or otherwise, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of circumstances existing at the time it is delivered to a purchaser, not misleading or if it shall be necessary, in the opinion of any such counsel or otherwise, at any such time to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the Regulations thereunder, the Company and the Seller will promptly prepare and file with the Commission such amendment or supplement as may be necessary to correct such untrue statement or omission or to make the Registration Statement comply with such requirements, and within two (2) business days will furnish to the Underwriter as many copies of the Prospectus, as so amended or supplemented, as the Underwriter shall reasonably request. Neither the Underwriter's consent to, or such Underwriter's delivery of, any such amendment or supplement shall...
Covenants of the Company and the Seller. The Company and the Seller hereby covenant and agree with the Buyer as follows:
Covenants of the Company and the Seller. Each of the Seller and the Company hereby, jointly and severally, covenants and agrees with the Buyer and Mayflower as follows:
Covenants of the Company and the Seller. The Company and the --------------------------------------- Seller, jointly and severally, covenant and agree that:
Covenants of the Company and the Seller. The Company and the Seller jointly and severally covenant and agree with the Purchaser that, except as otherwise consented to in writing by the Purchaser after the date of this Agreement:
Covenants of the Company and the Seller. In addition to other obligations contained in this Agreement, between the date of this Agreement and the Closing, unless specifically waived, in writing, by the Buyer, the Seller shall cause the Company to and the Company shall:
Covenants of the Company and the Seller. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, the Company and the Seller agree (except as expressly contemplated by this Agreement or with the Buyer's prior written consent) that:
Covenants of the Company and the Seller. The Company and the Seller each covenants and agrees with the several Underwriters that, to the extent that the Issuer has not already performed such act pursuant to Section 5 (a):
(i) Each of the Company and the Seller will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Each of the Company and the Seller will use its best efforts to prevent the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof.
(ii) Until the business date set forth on Schedule I hereto, each of the Company and the Seller will not, without the consent of the Representative, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities of a special purpose vehicle (other than the Transition Bonds).
(iii) So long as any of the Transition Bonds are outstanding and the Company is the Servicer, the Company will furnish to the Representative (i) as soon as available, a copy of each report filed with the 8 8 SEC under the Exchange Act, or mailed to Bondholders, (ii) a copy of any filings with the PUC or any other governmental agency or instrumentality relating to the Transition Bonds, and (iii) from time to time, any information concerning the Company and, to the extent readily available, the Issuer and the Seller, as the Representative may reasonably request.
(iv) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 6(o) of this Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Company or the Seller on or after the Closing Date, the Company and the Seller shall furnish such documents and take such other actions.
Covenants of the Company and the Seller. 5.01 Conduct of the Business. From the date hereof until the earlier of the Closing Date and the termination of this Agreement, except (i) as contemplated or permitted hereunder, (ii) as required by Law, (iii) if the Purchaser shall have consented in advance in writing (which consent Purchaser may not unreasonably withhold, condition or delay) or (iv) as set forth on Schedule 5.01, the Company shall (and shall cause each of its Subsidiaries to) use its commercially reasonable efforts to conduct the Business in the ordinary course of business consistent with past practice and preserve substantially intact its business organization, assets and properties and the Company shall not, and shall not permit any of its Subsidiaries to: (A) issue, sell or deliver any shares of its or any of its Subsidiaries’ capital stock or issue or sell any securities convertible, exercisable or exchangeable into, or options with respect to, or warrants to purchase or rights to subscribe for, any shares of its or any of its Subsidiaries’ capital stock, or stock appreciation, phantom stock, profit participation or similar rights with respect to the Company, or any notes, bond or debt securities; (B) effect any recapitalization, reclassification, stock dividend, stock split or like change of its or any of its Subsidiaries’ capitalization; (C) amend its or any of its Subsidiaries’ certificate or articles of incorporation or bylaws (or equivalent organizational documents); (D) make any redemption or purchase of any shares of its or any of its Subsidiaries’ capital stock; (E) sell, assign, transfer, mortgage, pledge, lease, license, or subject to any Lien, charge or otherwise encumber all or any portion of its or any of its Subsidiaries’ tangible assets (other than Permitted Liens); (F) make any capital investment in, or any capital contribution or loan or advance to, or guaranty for the benefit of, any other Person; (G) make any capital expenditures or commitments therefor in excess of $150,000, except for such capital expenditures or commitments therefor that are reflected in the Company’s budget for the fiscal year ending June 30, 2015; (H) make any loan to, or enter into any other transaction with, any of directors, officers, and employees of the Company or any of its Subsidiaries outside the ordinary course of business consistent with past practice; (I) incur any Indebtedness (other than to the extent the amount incurred is set forth on the Indebtedness Payoff Schedule), except in...
Covenants of the Company and the Seller
