Representations and Warranties of the Offerors. Except as set forth on the Disclosure Schedule (as defined in Section 11.1) attached hereto, if any, the Offerors jointly and severally represent and warrant to the Placement Agents and the Purchaser as of the date hereof and as of the Closing Date as follows:
Representations and Warranties of the Offerors. The Offerors jointly and severally represent and warrant to the Placement Agent and the Purchaser as of the date hereof and as of the Closing Date as follows:
Representations and Warranties of the Offerors. The Company and the Selling Shareholder, each severally on behalf of and as to itself, represents and warrants to, and agrees with, the Agent that:
(a) This Agreement has been duly authorized, executed and delivered by each of the Company and the Selling Shareholder and is a valid and binding agreement and obligation of each of the Company and the Selling Shareholder except as (i) rights to indemnity and contribution hereunder may be limited by federal or state securities laws or the public policy underlying such laws; (ii) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (iii) the remedy of specific enforcement and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(b) As of the Closing Date, each of the Company and the Selling Shareholder will have satisfied the conditions precedent to its consummation of the Subscription Offering in all material respects in accordance with the Subscription Offering, all applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Subscription Offering imposed upon it by the Iowa Insurance Commissioner. The Iowa Insurance Commissioner has approved the Offerors' application for the Subscription Offering and the Public Offering, and such approval remains in full force and effect.
(c) A Registration Statement on Form S-1 (Registration No. 333-12239) with respect to the Subscription Offering has been prepared by the Offerors, has been filed with the SEC and has been declared effective by the SEC. Such Registration Statement, including any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments, is herein called the "Registration Statement." At the time the Registration Statement became effective, and at all times subsequent thereto up to the Closing Date, the Registration Statement and the Prospectus, including any amendments or supplements thereto, conformed and will conform as to form in all material respects to the requirements of the Securities Act of 1933, as amended (the "Act") an...
Representations and Warranties of the Offerors. The Offerors jointly and severally represent and warrant to, and agree with, each Underwriter that:
(a) The Prior Registration Statements, as of their respective effective dates and also in such form as they may be when any post-effective amendment thereto becomes or shall become effective, and the registration statement in the form in which it became or becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective, any Additional Registration Statement when filed with the Commission pursuant to Rule 462(b) under the Securities Act and the Prospectus and any supplement or amendment thereto when filed with the Commission under Rule 424(b) under the Securities Act complied or will comply in all material respects with the provisions of the Securities Act and did not and will not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that this representation and warranty does not apply to statements in or omissions from the registration statement or the Prospectus made in reliance upon and in conformity with (i) information relating to any Underwriter furnished to the Offerors in writing by or on behalf of any Underwriter through you expressly for use therein, or (ii) the Statement of Eligibility and Qualification (Form T-1) under the 1939 Act of each of the Institutional Trustee, the Guarantee Trustee and the Indenture Trustee.
(b) The Incorporated Documents heretofore filed, when they were filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, any further Incorporated Documents so filed will, when they are filed, conform in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated ther...
Representations and Warranties of the Offerors. Each of the Offerors hereby jointly and severally represents and warrants to the Company that:
Representations and Warranties of the Offerors. (a) The Trust and the Company, jointly and severally, represent and warrant to each Purchaser of Capital Securities as of the date hereof and as of the Closing Date, and agree with each Purchaser, as follows:
Representations and Warranties of the Offerors. The Offerors jointly and severally represent and warrant to the Placement Agents and the Purchaser as follows:
Representations and Warranties of the Offerors. The Offerors represent and warrant to the several Underwriters that:
(a) The Offerors have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3, including a prospectus, on January __, 1998 (Registration Nos. 333-________ and 333-_____-01) for the registration under the Securities Act of 1933, as amended (the "Securities Act") of an aggregate of $275,000,000 of unsecured debt securities ("Debt Securities") of the Company and Preferred Securities of the Trust. With respect to any issuance of Preferred Securities such registration statement also registers under the Securities Act, the Debentures, the Guarantee and other obligations of the Company. Such registration statement was declared effective by the Commission on __________________, 1998. References herein to the term "Registration State- ment" as of any date shall be deemed to refer to registration statement Nos. 333-_____ and 333-_____-01, as amended or supplemented to such date, including all documents incorporated by reference therein as of such date pursuant to Item 12 of Form S-3 ("Incorporated Documents"). References herein to the term "Prospectus" as of any given date shall be deemed to refer to the prospectus forming a part of registration statement Nos. 333-______ and 333- ______-01, as amended or supplemented as of such date (other than by amendments or supplements relating to Debt Securities), including all Incorporated Documents as of such date and including the prospectus supplement with respect to the Preferred Securities, the Debentures and the Guarantee, as amended and supplemented as of such date. References herein to the term "Effective Date" shall be deemed to refer to the time and date registration statement Nos. 333-_____ and 333-_____-01 was declared effective. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus after the date of this Agreement and prior to the Closing Date, as hereinafter defined, without prior notice to the Underwriters, or to which Counsel for the Underwriters shall reasonably object in writing. For the purposes of this Agreement, any Incor- porated Document filed with the Commission on a date prior to the Closing Date, as hereinafter defined, shall be deemed an amendment or supplement to the Registration Statement and the Prospectus.
(b) On the Effective Date, the Registration Statement and the Prospectus fully complied and at the Closing Date, as hereinafter ...
Representations and Warranties of the Offerors. The Offerors jointly and severally represent and warrant to and agree with each of the Underwriters that:
(a) The Company and the Trust have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333- _____) and a related preliminary prospectus for the registration of (i) the Preferred Securities, (ii) the Guarantee and (iii) the Subordinated Debentures under the Securities Act of 1933, as amended (the "1933 Act"), and the applicable rules and regulations thereunder (the "1933 Act Regulations"). The Company and the Trust have prepared and filed such amendments thereto, if any, and such amended preliminary prospectuses, if any, as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses as may hereafter be required. The registration statement has been declared effective under the 1933 Act by the Commission, and no stop order suspending the effectiveness of the registration statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Offerors, threatened by the Commission. The term "Registration Statement" as used in this Agreement shall mean such registration statement at the time such registration statement became effective (the "Effective Time") including any prospectus included with such Registration Statement, each document incorporated therein by reference and, in the event any post-effective amendment thereto becomes effective prior to the Closing Time (as hereinafter defined), shall also mean such registration statement as so amended; provided, however, that such term shall also include all Rule 430A Information deemed to be included in such registration statement at the time such registration statement becomes effective as provided by Rule 430A of the 1933 Act Regulations. The term "Preliminary Prospectus" shall mean any preliminary prospectus included in the Registration Statement at the Effective Time and each document incorporated therein by reference. The term "Prospectus" as used in this Agreement shall mean the final prospectus relating to the Preferred Securities in the form in which it is filed with the Commission after the date hereof pursuant to Rule 424(b) of the 1933 Act Regulations and each document incorporated therein by reference. The term "Rule 430A Information" means information with respect to the Preferred Securities and the offering thereof permitted pursuant to ...
Representations and Warranties of the Offerors. The Offers jointly and severally represent and warrant to, and agree with, each Underwriter that:
(a) At the time the Registration Statement became or becomes effective, the Registration Statement complied or will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rule and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and will not contain an untrue statement of a material fact or omit to state a material fact