Representations and Warranties in the Underwriting Agreement Sample Clauses

Representations and Warranties in the Underwriting Agreement. As of the date that the Underwriting Agreement is entered into by the Company and the Underwriters and the Closing Date, the Company hereby makes the same representations and warranties to the Purchaser as the Company shall make to the Underwriters in Sections 1(a), 1(b), 1(c), 1(d), 1(f), 1(g), 1(l), 1(m), 1(n), 1(o), 1(p), 1(q), 1(r), first sentence of 1(s), 1(v), 1(w), 1(x), 1(y), 1(z), 1(aa), 1(bb), 1(cc), 1(dd), 1(ee), 1(ff), 1(gg), 1(hh), 1(jj), 1(kk) and 1(mm) of the Underwriting Agreement (collectively, the “UA Reps”); provided, however, that for purposes of this Agreement, the UA Reps shall not cover, include or otherwise refer to MKC or SMP Ltd. or any of their respective Subsidiaries, businesses or operations, without regard to the scope of the Underwriting Agreement. For purposes of this Section 3.1(f), each reference in such UA Reps to “this Agreement” shall be deemed to be a reference to this Agreement, other than where appropriate cross references are made to other provisions of the Underwriting Agreement, and the defined terms used in the UA Reps shall have the same meaning as ascribed in the Underwriting Agreement.
Sample 1
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Representations and Warranties in the Underwriting Agreement. The representations and warranties of the Company set forth in Section 4 of the Underwriting Agreement are true and correct.
Sample 1
Representations and Warranties in the Underwriting Agreement. As of the date that the Underwriting Agreement is entered into by YieldCo and the Underwriters and the Closing Date, YieldCo hereby makes the same representations and warranties to SRP as the Company makes to the Underwriters in Sections of the Underwriting Agreement (the “UA Reps”). For purposes of this Section 5.6, each reference in such UA Reps to “this Agreement” shall be deemed to be a reference to this Agreement, other than where appropriate cross references are made to other provisions of the Underwriting Agreement, and the defined terms used in the UA Reps shall have the same meaning as ascribed to them in the Underwriting Agreement.
Sample 1
Representations and Warranties in the Underwriting Agreement. The representations and warranties of the Company in the Underwriting Agreement and any documents contemplated thereby (including, without limitation, those made on the Closing Date both immediately before and immediately after giving effect to the Public Offering and regardless of whether any such representations or warranties survive beyond the Closing Date) will be true in all material respects as of the date thereof and will be true in all material respects on the Closing Date.
Sample 1
Representations and Warranties in the Underwriting Agreement. As of the date that the Underwriting Agreement is entered into by YieldCo and the Underwriters and the Closing Date, YieldCo hereby makes the same representations and warranties to SRP as the Company makes to the Underwriters in the following sub-clauses of Section 1 of the Underwriting Agreement (subject to all qualifications set forth in the Underwriting Agreement, with all defined terms used in such provisions as defined in the Underwriting Agreement, and all references to “you” or the “Underwriters” being read as a reference to SRP) (the “UA Reps”): (c) (organization), (e) (Company stock), (f) (capitalization), (l) (financial statements), (q) (agreements), (s) (litigation), (t) (title to properties), (u) (tax returns), (v) (transfer taxes), (w) (no material adverse change), (x) (no violation), (aa) (filings), (bb) (intellectual property), (cc) (intellectual property), (ff) (internal control over financial reporting), (gg) (disclosure controls and procedures), (ii) (compliance with anti-money laundering laws), (jj) (sanctions), (kk) (anti-corruption), (ll) (insurance), (mm) (employee benefits), (nn) (environmental), (pp) (related party transactions), and (rr) (labor disturbances). For purposes of this Section 5.6, each reference in such UA Reps to “this Agreement” shall be deemed to be a reference to this Agreement, other than where appropriate cross references are made to other provisions of the Underwriting Agreement, and the defined terms used in the UA Reps shall have the same meaning as ascribed to them in the Underwriting Agreement.
Sample 1

Related to Representations and Warranties in the Underwriting Agreement

  • Representations and Warranties of the Underwriters The Representatives, on behalf of the several Underwriters, represent and warrant to the Company that the information set forth (a) on the cover page of the Prospectus with respect to price, underwriting discount and terms of the offering and (b) under "Underwriting" in the Prospectus was furnished to the Company by and on behalf of the Underwriters for use in connection with the preparation of the Registration Statement and is correct and complete in all material respects.

  • Representations and Warranties of the Underwriter The Underwriter represents and warrants to, and agrees with, the Company:

  • Representations and Warranties of the Undersigned The undersigned hereby represents and warrants to and covenants with the Company that:

  • REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER The Underwriter represents and warrants that: 2.3.1 It is registered as a broker dealer with the SEC under the 1934 Act, and is a member in good standing of the NASD. 2.3.2 Each investment adviser listed on Schedule C (each, an "Adviser") is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law.

  • REPRESENTATIONS AND WARRANTIES OF DEBTOR Debtor represents, warrants and acknowledges that Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out in Schedule ‘B’ hereof; (2) Each account, chattel paper and instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor or by all account debtors will be the correct amount actually and unconditionally owing by such debtor or account debtors, except for normal cash discounts where applicable; (3) The locations specified in Schedule ‘A’ as to business operations and records of Debtor are accurate and complete and, with respect to goods (including inventory) constituting Collateral, the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Warranties of the Holders Each Holder represents and warrants, severally and not jointly, to the Company as follows:

  • Representations and Warranties of the Transferor The Transferor represents and warrants as follows: (a) It is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business, and is in good standing, in every jurisdiction in which the nature of its business requires it to be so qualified and the failure to do so could reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Transferor of this Agreement and all other Transferor Documents to be entered into by it, including the Transferor’s sale or contribution of Receivables, and, in the case of a Purchase, its use of the proceeds of Purchases, are within the Transferor’s corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) its charter or by-laws, (ii) any Applicable Law except where such contravention could not reasonably be expected to result in a Material Adverse Effect, (iii) any material contractual restriction binding on or affecting it or its property other than such restrictions that could not reasonably be expected to adversely affect the Transferor’s ability to perform its material obligations hereunder or, with respect to the transfer of the Receivables and Collections thereon, in any Immaterial Respect, or (iv) any material order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in or require the creation of any Lien upon or with respect to any of its properties (other than in favor of the Company with respect to the Transferred Property), and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. This Agreement and each other Transferor Document to be entered into by the Transferor have been duly executed and delivered by it. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for its due execution, delivery and performance of this Agreement or any other Transferor Document to be entered into by it, except (i) for the filing of UCC financing statements, all of which financing statements have been duly filed and, to its knowledge, are in full force and effect, (ii) such as have been made or obtained and are in full force and effect and (iii) where the failure to make or obtain could not reasonably be expected to adversely affect the Company’s ability to perform its material obligations hereunder or the ability to assign or collect the Receivables hereunder. (d) This Agreement and each other Transferor Document to be entered into by the Transferor constitute its legal, valid and binding obligation enforceable against the Transferor in accordance with their respective terms subject to bankruptcy and similar laws affecting creditors generally and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (e) (i) The Transferor has furnished to the Company and the Administrative Agent copies of the Parent’s audited consolidated balance sheet as at December 31, 2011, and the related audited consolidated statements of income and cash flow for the fiscal year of the Parent then ended reported on by Deloitte & Touche LLP which financial statements present fairly in all material respects in accordance with GAAP the financial position of the Parent and its consolidated subsidiaries as at December 31, 2011, and the results of operations of the Parent and its consolidated subsidiaries for the fiscal year of the Parent then ended, which financial statements present fairly in all material respects in accordance with GAAP the financial position of the Parent and its consolidated subsidiaries as at such date, and the results of operations of the Parent and its consolidated subsidiaries for the fiscal year then ended; and

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

  • Representations and Warranties of the Holder By acceptance of this Warrant, the Holder represents and warrants to the Company as follows:

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