Representations and Warranties by the Underwriters Sample Clauses

Representations and Warranties by the Underwriters. Each Underwriter represents and warrants to the Company and each Guarantor as of the date hereof, the Applicable Time and the Closing Time (as defined below), and agrees with the Company and each Guarantor, as follows:

Representations and Warranties by the Underwriters. Each Underwriter represents and warrants to the Company as of the date hereof, the Applicable Time, the Closing Time and any Date of Delivery, and agrees with the Company that unless such Underwriter obtains the prior written consent of the Company, neither it nor any person acting on its behalf will make any offer relating to the Securities that would constitute a “free writing prospectus,” or a portion thereof, in connection with the offering of the Securities, except a “free writing prospectus” that contains no “issuer information” (as defined in Rule 433(h)(2) under the 0000 Xxx) that was not included (including through incorporation by reference) in any preliminary prospectus or a previously filed Issuer Free Writing Prospectus; provided that the Company will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule C-2 hereto and any “road show that is a written communication” that has been reviewed by the Company.

Representations and Warranties by the Underwriters. Each Underwriter represents and warrants to the Company as of the date hereof, the Applicable Time, the Closing Time and any Date of Delivery, and agrees with the Company, as follows: (i) It has not used and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus” (as defined in Rule 405) which term, for purposes of this Section 1(d)(i) includes use of any written information furnished to the Commission by the Company and not included in the Registration Statement and any press release issued by the Company other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the 0000 Xxx) that was not included in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Schedule B-2 or prepared pursuant to Section 1(a)(iii) above or Section 3(l) below (including any electronic road show approved in advance by the Company), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing. (ii) It has not used and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Securities unless such terms have previously been included in a free writing prospectus filed with the Commission; provided, however, that Underwriters may use a term sheet substantially in the form of Schedule B-1 hereto without the consent of the Company; provided further, that a Representative shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or substantially concurrently with, the first use of such term sheet by any Underwriter (iii) It is not subject to any pending proceeding under Section 8A of the 1933 Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the period in which when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172 under the 1933 Act Regulations (“Rule 172”), would be) required by the 1933 Act). (iv) It has not engaged in any Testing-the-Waters Communications or distributed any Written Testing-the-Waters Communications other than those listed on Schedule B-3 hereto.

Representations and Warranties by the Underwriters. Each Underwriter represents and warrants to the Company, as of each Representation Date, as follows: (1) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), the each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Underwritten Securities to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of Underwritten Securities to the public in that Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than [Euro]43,000,000 and (3) an annual net turnover of more than [Euro]50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the publication by the trust of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Underwritten Securities to the public” in relation to any Underwritten Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Underwritten Securities to be offered so as to enable an investor to decide to purchase or subscribe the Underwritten Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. (2) Each Underwriter represents and agrees that: (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Underwritten Securities in circumstances in which Section 21(1) of the FSMA does not apply to a Tru...

Representations and Warranties by the Underwriters. Each Underwriter represents and warrants to the Company and the Trust, and agrees with the Company and the Trust, as follows: (i) it will comply with all applicable laws and regulations, and make or obtain all necessary filings, consents or approvals, in each jurisdiction outside the United States in which such Underwriter purchases, offers, sells or delivers TrUEPrS or Company Securities (including, without limitation, any applicable requirements relating to the delivery of the Trust Prospectus, the Company Prospectus or the ADR Prospectus, in each case in preliminary or final form). (ii) it (A) has not (directly or indirectly) offered for subscription or purchase or issued invitations to subscribe for or buy, nor has it sold any TrUEPrS or Company Securities; (B) will not (directly or indirectly) offer for subscription or purchase or issue invitations to subscribe for or buy or sell any TrUEPrS or Company Securities; and (C) has not distributed and will not distribute any draft or definitive offering memorandum, advertisement or other offering material, in each case in the Commonwealth of Australia and its territories or possessions (collectively, "Australia") or to any resident of Australia (including corporations and other entities organized under the laws of Australia but not including a permanent establishment of such Australian corporations or other entities located outside Australia). (iii) in connection with each sale of TrUEPrS or Company Securities to any foreign branch of an Australian resident company, it will obtain a certificate from such branch that any funds used by such foreign branch to purchase such TrUEPrS or Company Securities will be obtained from non-Australian sources. (iv) (A) it has not offered or sold and, prior to the expiry of the period of six months following the closing date, will not offer or sell any TrUEPrS or Company Securities in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business, and otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (B) it has complied and will comply with all applicable provisions of the Financial Services Xxx 0000 with respect to anything done by it in relation to the TrUEPrS and the Company Securities in, from or other...

Representations and Warranties by the Underwriters. Each Underwriter, severally and not jointly, represents and warrants to the Company as of the date hereof, as of the Closing Time, and, if the Underwriters are purchasing Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with the Company that such Underwriter (i) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (xxx “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; (ii) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom; (iii) will not offer or sell the Securities in the Federal Republic of Germany other than in compliance with the German Securities Prospectus Act (Wertpapierprospektgesetz) and any other laws and regulations applicable in the Federal Republic of Germany governing the issue, the offering and the sale of securities; (iv) will make sure that such Underwriter’s selling and/or marketing of the Securities does not qualify as a “public offering” in the meaning of Art. 1156 Para. 1 of the Swiss Code of Obligations or any other applicable Swiss laws, regulations, rules, codes and practices of any nature whatsoever; (v) has not offered or sold and will not offer or sell the Securities except in conformity with the provisions of the Prospective Directive (Directive 2003/71/EC) and applicable implementing measures in any relevant jurisdiction and Ireland, and the provisions of the Companies Acts 1963 to 2006, as amended, of Ireland and every other enactment that is to be read together with any of those Acts; (vi) has only issued or passed on, and will only issue or pass on, any document received by it in connection with the issue of the Securities to persons who are persons to whom the document may otherwise lawfully be issued or passed on; (vii) to the extent it is not exempt from complying with the following under the terms thereof, has complied and will comply with all applicable provisions of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 and any applicable implementing measures in any relevant jurisdiction and Ireland, any applicable code ...

Representations and Warranties by the Underwriters. Each of the Underwriters represents and warrants to, and agrees with, the Operating Partnership that it and each of its Affiliates, if any, through which it may offer and sell the Notes: (i) has complied and will comply with all applicable provisions of the United Kingdom’s Financial Services and Markets Act of 2000 (the “FSMA”) with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom; and (ii) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Operating Partnership.

Representations and Warranties by the Underwriters. Each of the Underwriters represents and warrants, severally and not jointly, in the form of an independent guarantee and irrespective of negligence, to the Company that: (a) it has only communicated and caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) received by it in connection with the issue or sale of any New Shares in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the New Shares in, from or otherwise involving the United Kingdom; (b) in relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of the New Shares to the public in that Relevant Member State other than in Germany or the United Kingdom in accordance with the Prospectus Directive, except that it may make an offer of New Shares in that Relevant Member State at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: (i) to any qualified investor as defined in the Prospectus Directive, or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer (as set forth in clauses (i) to (ii)) of New Shares shall result in a requirement for the publication by the Company or any Underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this restriction, the expression an “offer to the public” in relation to any New Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the New Shares so as to enable an investor to decide to purchase or subscribe to any New Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression “Prospectus Directive” includes any relevant implementing measure in each Relevant Member State. To the ext...

Representations and Warranties by the Underwriters. Each Underwriter represents and warrants to the Company as of the date hereof, as of the Applicable Time referred to referred to in SECTION 1(a)(i) hereof and as of the Closing Time referred to in SECTION 3(b) hereof, and agrees with the Company, as follows:

Representations and Warranties by the Underwriters. Each Underwriter, severally and not jointly, represents and warrants to and agrees with the Company that: (a) it has not offered or sold and, prior to the expiry of a period of six months from the closing date, will not offer or sell any Notes included in this offering to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (b) it has only communicated and caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Axx 0000 (the “FMSA”)) received by it in connection with the issue or sale of any Notes included in this offering in circumstances in which Section 21(1) of the FSMA does not apply to the Company; (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by them in relation to the Notes included in this offering in, from or otherwise involving the United Kingdom; and (d) the offer in The Netherlands of the Notes included in this offering is exclusively limited to persons who trade or invest in securities in the conduct of a profession or business (which include banks, stockbrokers, insurance companies, pension funds, other institutional investors and finance companies and treasury departments of large enterprises).