Representations and Warranties by the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:
Representations and Warranties by the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to Placement Agent as of the date hereof and as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 7(o) of this Agreement, as of each Applicable Time and as of each Settlement Date (as defined below), and agrees with Placement Agent, as follows:
Representations and Warranties by the Transaction Entities. Each of the Transaction Entities, jointly and severally represents and warrants to [MKT NAME] as of the date hereof and as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 7(o) of this Agreement, as of the time of each sale of any Securities pursuant to this Agreement (the “Applicable Time”) and as of each Settlement Date (as defined below), and agrees with [MKT NAME], as follows:
(1) The Company meets the requirements for use of Form S-3ASR under the Securities Act. The Original Registration Statement was filed by the Company with the Commission not earlier than three years prior to the date hereof. The Original Registration Statement became effective under the Securities Act upon filing with the Commission. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act (“Rule 405”), and the Securities have been and remain eligible for registration by the Company on an automatic shelf registration statement. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened or contemplated by the Commission or the securities authority of any jurisdiction. Any request on the part of the Commission for additional information has been complied with. At the respective times the Original Registration Statement and any post-effective amendments thereto became effective, at each deemed effective date with respect to [MKT NAME] and the Securities pursuant to Rule 430B(f)(2) and at each Settlement Date, the Original Registration Statement and any amendments and supplements thereto complied, complies and will comply in all material respects with the requirements under the Securities Act, and did not, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be s...
Representations and Warranties by the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to Xxxxxxx Xxxxx as of the date hereof, as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 7(o) of this Agreement and as of each Applicable Time, and agrees with Xxxxxxx Xxxxx, as follows:
Representations and Warranties by the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to the Manager as of the date hereof and as of each Representation Date on which a certificate is required to be delivered pursuant to Section 7(o) of this Agreement and as of each Applicable Time, and agrees with the Manager, as follows:
Representations and Warranties by the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to KeyBanc Capital Markets as of the date hereof and as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 7(o) of this Agreement, as of each Applicable Time and as of each Settlement Date (as defined below), and agrees with KeyBanc Capital Markets, as follows:
Representations and Warranties by the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to Xxxxx Fargo Securities as of the date hereof and as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 7(o) of this Agreement, as of each Applicable Time and as of each Settlement Date (as defined below), and agrees with Xxxxx Fargo Securities, as follows:
Representations and Warranties by the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to Merrill as of the date hereof, as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 7(o) of this Agreement and as of each time a Placement Notice is delivered, each Applicable Time and each Settlement Date (as defined below), and agrees with Merrill, as follows:
Representations and Warranties by the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to Citigroup as of the date hereof, as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 7(o) of this Agreement and as of each time a Placement Notice is delivered, each Applicable Time and each Settlement Date (as defined below), and agrees with Citigroup, as follows:
Representations and Warranties by the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to UBS Securities as of the date hereof and as of each Representation Date on which a certificate is required to be delivered pursuant to Section 7(o) of this Agreement and as of each Applicable Time, and agrees with UBS Securities, as follows:
