Representations and Warranties of the Agents. Each of the Agents hereby severally (and not jointly or jointly and severally) represents, warrants and covenants to the Corporation, and acknowledges that the Corporation is relying upon each of such representations, warranties and covenants in entering into the transactions contemplated hereby, as follows:
(a) it is, and will remain, until the completion of the Offering, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunder;
(b) it has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein;
(c) this Agreement has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity, contribution and waiver of contribution may be limited by applicable Laws;
(d) as to Echelon and Laurentian only, it will offer the Offered Shares for sale to the public in the Qualifying Jurisdictions, directly and through sub-agents, if any, in compliance with Applicable Securities Laws and upon the terms and conditions set forth in this Agreement;
(e) it will conduct activities in connection with the Offering in compliance with all Applicable Securities Laws and upon the terms and conditions set forth in the Final Prospectus and this Agreement and cause a similar covenant to be obtained from sub-agents, if any, in connection with the distribution of the Offered Shares;
(f) it will refrain from advertising the Offering by (A) printed public media of general and regular paid circulation, (B) radio, (C) television or (D) telecommunications, including electronic display and not make use of any green sheet or other internal marketing document without the prior written consent of the Corporation, such consent to be promptly considered and not to be unreasonably withheld; and
(g) it will comply with, and ensure that its directors, officers, employees and affiliates comply with all applicable market stabilization rules and requirements of the Securities Commissions and Applicable Securities Laws.
Representations and Warranties of the Agents. Each Agent also represents, and warrants to, and agrees with, the Bank, that:
(a) it will comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells Notes or possesses or distributes the Preliminary Prospectus or the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales;
(b) it will comply in all material respects with (i) the selling restrictions set forth in the Prospectus Supplement under the caption “Supplemental Plan of Distribution (Conflicts of Interest)—Selling Restrictions” and (ii) any additional selling restrictions set forth in the applicable Pricing Supplement; and
(c) it will not offer or sell any Notes acquired pursuant to this Agreement or any Terms Agreement, directly or indirectly, in Canada or to any resident of Canada without the consent of the Bank, and further agrees that it will include a comparable provision in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to any Notes that may be entered into by such Agent. With regard to each Note, the applicable purchaser will be required to comply with those restrictions that the Bank and the applicable purchaser shall agree and as shall be set out in the applicable Pricing Supplement.
Representations and Warranties of the Agents. Each of the Agents hereby severally (and not jointly, nor jointly and severally) represents and warrants to the Company and Valdy in respect of itself, and acknowledges that the Company and Valdy are relying upon such representations and warranties, that:
(a) The Agent has good and sufficient capacity and authority to enter into this Agreement and to complete the transactions contemplated in this Agreement and any other documents in connection with the Offering to which it is a party.
(b) In respect of the offer and sale of the Subscription Receipts, the Agent has complied with all Securities Laws and the terms of this Agreement in all material respects.
(c) The Agent and its representatives have not engaged in or authorized any form of General Solicitation or General Advertising in connection with or in respect of the Subscription Receipts in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Subscription Receipts whose attendees have been invited by any General Solicitation or General Advertising.
(d) The Agent has not solicited offers to purchase or sell the Subscription Receipts so as to require the filing of a prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction or result in the Company becoming subject to continuous disclosure filing obligations in any jurisdictions.
(e) The Agent is duly registered as a dealer pursuant to the provisions of the Securities Laws, is a member in good standing of the Investment Industry Regulatory Organization of Canada, and is duly registered or licensed as a dealer in those jurisdictions in Canada in which it is required to be so registered or licensed in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent acts only through members of a selling group who are so registered or licensed.
Representations and Warranties of the Agents. Each Agent hereby severally, and neither jointly, nor jointly and severally, represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon each of such representations and warranties in entering into the transactions contemplated hereby, that:
Representations and Warranties of the Agents. Each Agent hereby severally, and not jointly, represents and warrants that:
(a) it is, and will remain so, until the completion of the Offering, appropriately registered under U.S. Securities Laws so as to permit it to lawfully fulfil its obligations hereunder and it is, and will remain so, until the completion of the Offering, a member in good standing of the National Association of Securities Dealers, Inc.; and
(b) it has good and sufficient right and authority to enter into this Agreement and complete its transactions contemplated under this Agreement on the terms and conditions set forth herein.
Representations and Warranties of the Agents. 5.1 Each of the Agents represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in entering into this Agreement, that:
(a) the Agent is a valid and subsisting corporation duly incorporated and in good standing under the laws of the jurisdiction in which it is incorporated;
(b) the Agent has not entered, and will not enter, into any contractual arrangement with respect to the Private Placement without the prior written consent of the Corporation, except for this Agreement and any agreement with its affiliates;
(c) the Agent holds all licences and permits that are required for carrying on its business in the manner in which such business has been carried on;
(d) the Agent is a member in good standing with the Exchange;
(e) the Agent has all requisite power and capacity and good and sufficient right and authority to enter into, deliver and carry out its obligations under this Agreement and to complete the transactions contemplated under this Agreement on the terms and conditions set forth herein;
(f) the Agent is appropriately registered under the Applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunder; and
(g) the Agent is an "accredited investor" under Ontario Securities Commission Rule 45-501 - Exempt Distributions and Multilateral Instrument 45-102 - Capital Raising Exemptions by virtue of being a company registered under the Securities Act (Ontario) and Securities Act (British Columbia) as an advisor or dealer, other than a limited market dealer.
5.2 The representations and warranties of the Agents contained in this Agreement shall be true at the applicable Time of Closing as though they were made at the applicable Time of Closing and they shall survive the completion of the transactions contemplated under this Agreement for a period of two years from the applicable Closing Date.
Representations and Warranties of the Agents. Each of the Agents hereby represents and warrants to the Company as of the date hereof and as of the Time of Closing on the Closing, intending that the same may be relied upon by the Company that:
(1) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated and has good and sufficient power and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein;
(2) it is a broker or dealer properly registered under the Applicable Securities Laws where the nature of its business requires such registration; and
(3) its warranties and representations in this section are true and correct and will remain so as of the Closing Date.
Representations and Warranties of the Agents. Each of the Agents severally, but not jointly, represents, warrants and agrees that it:
(i) has not offered for issue or sale, or invited applications for the issue, sale or purchase of, any Notes in Australia (including an offer or invitation which is received by a person in Australia), will not offer for issue or sale, or invite applications for the issue or sale of, or to purchase, any Notes in Australia (including an offer or invitation which is received by a person in Australia), and has not distributed or published, and will not distribute or publish, any preliminary or final offering memorandum, advertisements or other offering material relating to the Notes in Australia;
(ii) will solicit offers to purchase the Notes, and each Note acquired by it as principal will be acquired, on the basis of the information contained in, and as a result of negotiations initiated following distribution of a Preliminary Prospectus, a General Disclosure Package or a Prospectus;
(iii) in connection with the primary distribution of the Notes, will not sell any of the Notes (or any interest in any of the Notes) to any person if, at the time of such sale, its employees directly involved in the sale knew that, as a result of the sale, such Notes would be acquired (directly or indirectly) by an offshore associate listed in Exhibit H attached hereto (as such list is updated from time to time by written notice from Westpac to the Agents), other than in the capacity of dealer, manager or underwriter in relation to the placement of the Notes or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian registered scheme;
(iv) will provide, within 14 days after the receipt of Westpac’s request, such information and documentation which is reasonably requested by Westpac in relation to the primary distribution of the Notes to assist Westpac in demonstrating (to the extent necessary) that the “public offer test” under Section 128F of the Tax Act has been satisfied; provided, however, that no Agent (including the Purchasing Agent) shall be obliged to disclose (I) any information which reveals the identity of any person to whom the offer or invitation was made or any purchaser of any Note or any information from which such identity would be capable of being ascertained, (II) any information which is customarily regarded by it as confidential or the disclosure of which would be contrary or prohibited by any relevant law, regulation, directive...
Representations and Warranties of the Agents. Each Agent makes all of the following representations and warranties, solely with respect to itself, to and in favor of the other Credit Parties as of the date hereof.
Representations and Warranties of the Agents. The Agent hereby jointly and severally represents and warrants to GTT as follows: