Representations and Warranties of the Transaction Entities. Each of the Transaction Entities jointly and severally represents and warrants to each Underwriter that:
Representations and Warranties of the Transaction Entities. Each of EQR and ERP, jointly and severally, represent and warrant to Xxxxxx Xxxxxxx, as of the Closing Date, each Issuance Date, each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07), each Request Date and each Applicable Time (each, a “Representation Date”), as follows:
Section 3.01 EQR has filed with the Commission an automatic shelf registration statement on Form S-3 (No. 333-156156) for the registration of EQR’s securities, including the Common Shares, under the Securities Act, and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”), and EQR has filed such amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement and the base prospectus constituting a part thereof (including in each case the information, if any, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Securities Act, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to Xxxxxx Xxxxxxx by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to the Renewal Deadline as contemplated in Section 4.01 below, which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to Xxxxxx Xxxxxxx for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Pros...
Representations and Warranties of the Transaction Entities a. Each of the Trust, the Corporation, SLT Realty Limited Partnership, a Delaware limited partnership (the "Realty Partnership"), and SLC Operating Limited Partnership, a Delaware limited partnership (the "Operating Partnership" and collectively with the Trust, the Corporation, the Realty Partnership, the Operating Partnership being sometimes hereinafter collectively referred to as the "Transaction Entities" and individually as a "Transaction Entity"), represent and warrant, jointly and severally, to the Representatives, as of the date hereof, and to the Representatives and each other Underwriter named in the applicable Pricing Agreement, as of the date thereof (in each case, a "Representation Date"), as follows:
i. The Registration Statement and the Prospectus, at the time the Registration Statement became effective, complied, and as of each Representation Date will comply, in all material respects with the requirements of the 1933 Act and the rules and regulation thereunder (the "1933 Act Regulations") and the 1939 Act and the rules and regulations thereunder (the "1939 Act Regulations"). The Registration Statement, at the time the Registration Statement became effective, did not, and as of each Representation Date, will not, 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. The Prospectus, as of the date hereof does not, and as of each Representation Date (unless the term "Prospectus" refers to a prospectus which has been provided to you by the Trust and the Corporation for use in connection with an offering of Underwritten Securities which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective, in which case at the time it is first provided to you for such use) and Closing Time (as such term is defined in Section below) will comply in all material respects with the requirements of the 1933 Act and the 1933 Regulations and will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Tru...
Representations and Warranties of the Transaction Entities. The Transaction Entities jointly and severally represent and warrant to, and agree with, the Manager that as of each Applicable Time (as defined in Section 6(c)(i)):
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the several Underwriters as of the date hereof, as of the Applicable Time referred to below and as of the Closing Date referred to in Section 2(b) hereof, as follows:
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities represents and warrants, jointly and severally, to each Underwriter and the Selling Stockholders that:
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represent and warrant to Xxxxx Fargo Securities as of the date hereof and as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 7(o) of this Agreement, as of each Applicable Time and as of each Settlement Date (as defined below), and agrees with Xxxxx Fargo Securities, as follows:
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to the Agents, the Forward Purchasers and the Forward Sellers, as of the date hereof and as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 7(o) of this Agreement, as of each Applicable Time and as of each Settlement Date (as defined below), and agrees with the Agents, the Forward Purchasers, and the Forward Sellers as follows:
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to SunTrust as of the date hereof and as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 7(o) of this Agreement, as of each Applicable Time and as of each Settlement Date (as defined below), and agrees with SunTrust, as follows:
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the several Underwriters as of the date hereof, the Applicable Time referred to in Section 1.A hereof, and as of each respective Closing Date referred to in Section 2 hereof, that:
A. Status as a Well-Known Seasoned Issuer; Registration Statement Effective; Conform to Act; No Misleading Statements; Conformity with EXXXX filings.
(1) (A) At the time of filing the Original Registration Statement, (B) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act Regulations) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163 of the Securities Act Regulations and (C) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the Offered Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement”. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Offered Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.
(2) The Original Registration Statement became effective upon filing under Rule 462(e) of the Securities Act Regulations (“Rule 462(e)”) on September 15, 2006, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Offered Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the Securities Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 16...
