Representations and Warranties of the Company and the Issuer. The Company, and if Guaranteed Debt Securities are being offered, the Issuer, as of the date of each Terms Agreement referred to in Section 3, represent and warrant to, and agree with, each Underwriter that:
(a) A registration statement (No. 333-177588) on Form F-3, including a prospectus (hereinafter referred to as the “Base Prospectus”), relating to the Registered Securities has been filed with the Securities and Exchange Commission (“Commission”) and has become effective. The Company and the Issuer meet the requirements of the U.S. Securities Act of 1933, as amended, (“Act”) for the use of Form F-3. Such registration statement, as amended at the time of any Terms Agreement referred to in Section 3 entered into in connection with a specific offering of the Offered Securities and including any documents incorporated by reference therein, including exhibits (other than any Form T-1) and financial statements and any prospectus supplement relating to the Offered Securities that is filed with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Act and deemed part of such registration statement pursuant to Rule 430B under the Act, is hereinafter referred to as the “Registration Statement”. The Base Prospectus, as supplemented as contemplated by Section 3 to reflect the terms of the Offered Securities (if they are Debt Securities, Guaranteed Debt Securities or Warrants) and the terms of the offering of the Offered Securities, as first filed with the Commission pursuant to and in accordance with Rule 424(b), including all material incorporated by reference therein, is hereinafter referred to as the “Final Prospectus”. Any preliminary prospectus supplement to the Base Prospectus which describes the Offered Securities and the offering thereof and is used prior to filing of the Final Prospectus, together with the Base Prospectus, is hereinafter referred to as the “Preliminary Final Prospectus”. “Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405 under the Act.
Representations and Warranties of the Company and the Issuer a. Each of the Company and the Issuer hereby confirms the representations and warranties in the Purchase Agreement are true and accurate as if the representation and warranty was given as of the date hereof and makes the following additional representations and warranties to the Purchaser:
Representations and Warranties of the Company and the Issuer. The Company and the Issuer jointly and severally represent and warrant to each Purchaser that:
Representations and Warranties of the Company and the Issuer. The CEMEX Transaction Parties and the Issuer jointly and severally represent and warrant to each Initial Purchaser that:
Representations and Warranties of the Company and the Issuer. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company and the Issuer, jointly and severally, hereby make the following representations and warranties to each Purchaser:
Representations and Warranties of the Company and the Issuer. The Company and the Issuer hereby jointly and severally represent and warrant to the Purchaser as of the date of this Agreement, the Closing Date, the Tranche B Closing Date, the Tranche C Closing Date, the Tranche D Closing Date, and the Tranche E Closing Date acknowledging and confirming that the Purchaser is relying thereon without independent inquiry in entering into this Agreement and purchasing the Debentures and Warrants hereunder, that:
Representations and Warranties of the Company and the Issuer. Each of the Company and the Issuer jointly and severally represents and warrants to the Buyers that as of the date hereof and as of the Closing Date:
Representations and Warranties of the Company and the Issuer. (a) The representations and warranties of the Company in this Agreement shall be correct when made and at the time of Closing.
(b) The representations and warranties of the Issuer in this Agreement shall be correct when made and at the time of Closing.
Representations and Warranties of the Company and the Issuer. Except as set forth in the Schedules, the Issuer and the Company, jointly and severally, hereby represent and warrant to each of the Buyers as of the Agreement Date that the following representations and warranties are true and complete as of the Agreement Date, except as otherwise indicated herein; provided, however, that the representations and warranties made by the Issuer in this Article III are deemed to have been made as of the date hereof and not as of the Agreement Date (unless another date is specified herein). Except as set forth in the Schedules, subject to the occurrence of and effective upon the Closing, the Issuer and the Company, jointly and severally, hereby represent and warrant to each of the Buyers as of the Closing Date that the following representations and warranties are true and complete as of the Closing Date, except (i) as otherwise indicated herein and (ii) unless otherwise specified, that the following representations and warranties are being made as of the Closing Date without giving effect to (x) the transactions contemplated by the Merger Agreement (other than the Restructuring) or (y) the transactions contemplated by the Debt Financing Commitment Letter. Except as set forth in the Schedules, subject to the occurrence of and effective upon the Closing, the Issuer and the Company, jointly and severally, hereby represent and warrant to Cigna as of the Subsequent Closing Date that the following representations and warranties are true and complete as of the Subsequent Closing Date, except (i) as otherwise indicated herein and (ii) unless otherwise specified, that the following representations and warranties are being made as of the Subsequent Closing Date without giving effect to (x) the transactions contemplated by the Merger Agreement (other than the Restructuring) or (y) the transactions contemplated by the Debt Financing Commitment Letter. For purposes of this ARTICLE III, references to the “Company” shall be deemed to refer to both the Company and the Issuer for all purposes of the representations and warranties made as of the Closing Date and the Subsequent Closing Date.
Representations and Warranties of the Company and the Issuer. The Company and the Issuer jointly and severally represent and warrant to each Underwriter that:
