Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor, jointly and severally, represents and warrants to each Underwriter that:
Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor represents and warrants as to itself that:
2.1 The Issuer is a company duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement.
2.2 The Guarantor is a company duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all the requisite power and authority to execute, deliver and perform its obligations under the Guarantee, this Agreement and the Issuing and Paying Agency Agreement.
2.3 This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and the Guarantor and constitute legal, valid and binding obligations of the Issuer and the Guarantor enforceable against the Issuer and the Guarantor in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
2.4 The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
2.5 The Guarantee has been duly authorized, executed and delivered by the Guarantor and constitutes the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
2.6 The offer and sale of the Notes and the Guarantee in the manner contemplated hereby do not require registration of the Notes or the Guarantee under the Securities Act, pursuant to the exemption from registration contained ...
Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor represents and warrants to the Purchaser and the Agent, as of the date hereof, as of the date of each Note Purchase Confirmation and as of the Issue Date for each Note, that:
(a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation;
(b) it has the power to execute this Agreement, any Note and any other Transaction Document or other documentation relating to this Agreement to which it is a party, to deliver this Agreement, each Note and each other Transaction Document and other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement (including, without limitation, the issuance of the Notes) and any other Transaction Agreement and has taken all necessary action to authorize such execution, delivery and performance;
(c) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;
(d) all governmental and other consents that are required to have been obtained by it with respect to this Agreement, any Note and any other Transaction Document have been obtained and are in full force and effect and all conditions of any such consents have been complied with;
(e) its obligations under this Agreement, each other Transaction Document and, when issued and delivered pursuant to this Agreement and the Note Purchase Confirmation for such Note, each Note constitute legal, valid and binding obligations, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles;
(f) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement, any Note or any other Transaction Document;
(g) there is not pending or, to its knowledge, threatened against it or any of its affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity o...
Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor hereby jointly and severally represent, warrant and covenant to the Purchasers that, as of the date hereof, each of the following representations and warranties set forth below in this Section 4.1 is true and correct:
Representations and Warranties of the Issuer and the Guarantor. (a) The Issuer represents and warrants as follows:
(i) The Issuer is a duly organized and validly existing corporation in good standing under the laws of the state of its incorporation and has the corporate power and authority to own its property, to carry on its business as presently being conducted, to execute and deliver this Agreement, the Issuing and Paying Agency Agreement, and the Notes, and to perform and observe the conditions hereof and thereof.
(ii) Each of this Agreement and the Issuing and Paying Agency Agreement has been duly and validly authorized, executed and delivered by the Issuer and constitutes the legal, valid and binding agreement of the Issuer. The issuance and sale of Notes by the Issuer hereunder have been duly and validly authorized by the Issuer and, when delivered by the Issuing and Paying Agent as provided in the Issuing and Paying Agency Agreement, each Note will be the legal, valid and binding obligation of the Issuer.
(iii) The Notes are exempt from the registration requirements of the 1933 Act by reason of Section 3(a)(3) thereof, and, accordingly, registration of the Notes under the 1933 Act will not be required. Qualification of an indenture with respect to the Notes under the Trust Indenture Act of 1939, as amended, will not be required in connection with the offer, issuance, sale or delivery of the Notes.
(iv) The Issuer is not an "investment company" nor a "company controlled by and investment company" within the meaning of the Investment Company Act of 1940, as amended.
(v) No consent or action of, or filing or registration with, any governmental or public regulatory body or authority is required to authorize, or is otherwise required in connection with, the execution, delivery or performance of this Agreement, the Issuing and Paying Agency Agreement or the Notes.
(vi) Neither the execution and delivery by the Issuer of any of this Agreement, the Issuing and Paying Agency Agreement and the Notes, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer, will (x) result in the creation or imposition of any mortgage, lien, or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer or (y) violate any of the terms of the Issuer's charter documents or by-laws, any contract or instrument to which the Issuer is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government...
Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor jointly and severally represents and warrants to each Initial Purchaser as of the date hereof and as of the Closing Time referred to in Section 2(b) hereof, and agrees with each Initial Purchaser, as follows:
Representations and Warranties of the Issuer and the Guarantor. The Issuer and the Guarantor jointly and severally represent and warrant to the Noteholders that:
Representations and Warranties of the Issuer and the Guarantor. Each of the Issuer and the Guarantor hereby represents and warrants, jointly and severally, to the Trustee for the benefit of the Securityholders that:
(a) it has all the requisite corporate power and is duly authorised to execute and deliver the Principal Agreements to which it is a party, to enter into the transaction contemplated hereunder and thereunder, and to perform its obligations hereunder and thereunder and has taken all necessary action to authorize such execution, delivery and performance;
(b) it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it has been established and is duly qualified to transact business as a foreign corporation in each jurisdiction in which such qualification is required;
(c) the person or persons signing on its behalf the Principal Documents to which it is a party is duly authorized to do so on its behalf;
(d) each of the Principal Documents to which it is a party has been duly executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy;
(e) no filing with, or approval, authorization, consent, license, registration, qualification, order or decree of, any court or governmental authority or agency in any jurisdiction or any other person is necessary or required for the execution, delivery or performance by it, or enforcement against it, of its obligations under the Principal Documents to which it is a party or for the consummation of the transactions contemplated hereunder or thereunder;
(f) the execution, delivery and performance by it of the Principal Documents to which it is a party will not violate or contravene any law, ordinance, order, writ, injunction, judgment or decree of any court or governmental body, authority, agency or official by which it, or any of its properties is bound or affected, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected;
(g) neither it, nor any of its affiliates, nor any person acting on its or their behalf has taken or will take any action that would require registration of the Securities under the Securities Act;
(h) there is not pending or, to its knowledge, threatened against it or any of its affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, government body, agency or official or a...
Representations and Warranties of the Issuer and the Guarantor. The Issuer and the Guarantor, jointly and severally, represent and warrant to, and agree with, each Agent as follows:
(a) The Issuer and the Guarantor have filed with the Securities and Exchange Commission (the "Commission") two registration statements on Form S-3 (Registration Nos. 33-54861; 00-00000-00 and 333-_____; 333-_____-01), including a prospectus relating to debt securities of the Issuer and guarantees thereof by Guarantor, together with equity securities of the Guarantor (such securities, together with trust preferred securities of Unocal Capital Trust II and related junior subordinated debentures and guarantees of the Guarantor also registered under Registration Statement Nos. 333-_____ and 333-_____-01, being referenced to collectively as the "Registered Securities"), which registration statements have become effective. Each such registration statement, including the exhibits thereto (other than the Form T-1), as amended as of the Closing Date (as defined in Section 3(e) hereof), is hereinafter referred to as a "Registration Statement." References herein to the "applicable Registration Statement" shall be deemed to refer to both Registration Statements so long as Registered Securities remain issuable under Registration Statement Nos. 33-54861; 00-00000-00 and only to Registration Statement Nos. 333-_____; 333-_____-01 thereafter. The prospectus relating to debt securities of the Issuer and guarantees thereof by the Guarantor, together with equity securities of the Guarantor, included in each Registration Statement, as amended or supplemented as of the Closing Date (other than by a supplement relating solely to the offering of Registered Securities other than the Securities), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus." Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date.
(b) On the effective date of Registration Statement Nos. 33-54861; 00-00000-00 relating to the Registered Securities and on the effective date of Registration Statement Nos. 333-_____; 333-_____-01 relating to the Registered Securities, each such Registration Statement conformed in a...
Representations and Warranties of the Issuer and the Guarantor. The Assignee and Parent jointly and severally represent and warrant to the Noteholders that:
