Representations of the Underwriter Sample Clauses

Representations of the Underwriter. The Underwriter is registered as a broker-dealer with, and is a member in good standing of, the National Association of Securities Dealers, Inc. and has all legal and regulatory authority required to enter into this Underwriting Agreement and perform its obligations hereunder. The Underwriter has all required authority under its operating agreement to enter into this Underwriting Agreement and perform its obligations hereunder and the performance of the Underwriter's obligations hereunder will not cause or result in any material breach of any agreement to which it is bound or any law or regulation to which it is subject.
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Representations of the Underwriter. The Underwriter of the Class A(2006-1) Notes has represented and agreed that: (a) it has not offered or sold, and prior to the date which is six months after the date of issue of the Class A(2006-1) Notes, will not offer or sell any Class A(2006-1) Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Public Offers of Securities Regulations 1995; (b) it has complied and will comply with all applicable provisions of the Financial Services and Markets Xxx 0000 (the “FSMA”) with respect to anything done by it in relation to the Class A(2006-1) Notes in, from or otherwise involving the United Kingdom; and (c) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Class A(2006-1) Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer.
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Representations of the Underwriter. As an inducement to the other Parties to enter into this Bond Purchase Agreement, the Underwriter represents and warrants as follows: (a) The Underwriter is a corporation duly organized and in good standing under the laws of the State of Wisconsin. (b) The Underwriter has full right, power, and authority to enter into and perform its obligations under this Bond Purchase Agreement. (c) Except for any violation of law arising out of any misrepresentation or breach of covenant by any other Party, the Bonds purchased by the Underwriter will be offered and sold by the Underwriter in accordance with all state and federal laws, rules and regulations applicable to the Underwriter and the Underwriter’s sale and distribution of the Bonds (including the Securities Act of 1933). (d) The Underwriter’s undersigned representative is authorized for and in the name of the Underwriter to execute this Bond Purchase Agreement on behalf of the Underwriter; the Bond Purchase Agreement will constitute the legal, valid, and binding obligation of the Underwriter enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles if equitable remedies are sought. (e) The information contained in the Underwriter Portion of the Preliminary Offering Document is true and correct in all material respects on the date hereof, and the information contained in the Underwriter Portion of the Final Offering Document will be true and correct in all material respects at all times during the Offering Period; and the Underwriter Portion of the Preliminary Offering Document does not omit on the date hereof, and the Underwriter Portion of the Final Offering Document will not omit during the Offering Period, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Issuer and the Borrower may request from the Underwriter from time to time, and the Underwriter shall provide to the Issuer and the Borrower upon such request, such information as may be reasonably required by the Issuer and the Borrower in order to determine whether the “end of the underwriting period” for the Bonds has occurred for purposes of Rule 15c2-12 with respect to the unsold balances of Bonds that were originally sold to the Underwriter for resale to the public and which are held by the ...
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Representations of the Underwriter. The Underwriter represents to the Issuer and the Company that: (a) The Underwriter is registered under the Securities Exchange Act of 1934, as amended (the “1934 Act”), as a municipal securities dealer. (b) The undersigned officer of the Underwriter is duly authorized to execute this Bond Purchase Agreement on behalf of the Underwriter, and the Underwriter has full authority to take such action as it may deem advisable with respect to all matters pertaining to this Bond Purchase Agreement. (c) The Underwriter will offer the Series 2005A Bonds only in states where the offer and sale are legal, either as exempt securities, or as exempt transactions, or as a result of due registration for sale in any such state.
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Representations of the Underwriter. As an inducement to the other parties to enter into this Bond Purchase Agreement, the Underwriter represents and warrants that the Bonds will be offered and sold by the Underwriter in accordance with all state and federal laws applicable to the Underwriter.
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Representations of the Underwriter. (a) The Underwriter represents that it will not, at any time that the Underwriter is acting as an “underwriter” (as defined in Section 2(11) of the Act) with respect to the Notes, transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that is sponsored by the Underwriter or an Affiliate of the Underwriter and that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes without the prior written consent of the Bank. (b) The Underwriter represents and agrees (i) that it did not enter into any contract of sale for any Notes prior to the Applicable Time (as defined in the applicable Terms Agreement) and (ii) that it will, at any time that the Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Notes, convey to each investor to whom Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriter by the Bank), at or prior to the applicable time of any such contract of sale with respect to such investor, the Preliminary Prospectus.
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Representations of the Underwriter. The Underwriter is duly authorized to execute this Contract. Neither the Underwriter nor any "persons" or "affiliate" thereof has been on the "convicted vendor list" during the past 36 months as all such terms are defined in Section 287.133, Florida Statutes.
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Representations of the Underwriter. The Underwriter represents to the Issuer and the Borrower that: (a) the Underwriter has the corporate power and all the authority necessary to enter into this Bond Purchase Agreement and to perform its covenants, obligations and undertakings hereunder; and (b) when duly executed and delivered by the other parties hereto, this Bond Purchase Agreement will constitute a valid, binding and enforceable obligation of the Underwriter in accordance with its terms, except that the enforceability hereof may be limited by bankruptcy, insolvency, reorganization or moratorium, or other similar laws affecting creditors’ rights generally, by the exercise of judicial discretion in accordance with general principles of equity, and, with respect to the indemnification provisions of this Bond Purchase Agreement, by applicable securities laws or held to be against public policy.
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Representations of the Underwriter. The Underwriter represents and warrants to the Company that the information set forth (i) on the cover page of
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Related to Representations of the Underwriter

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following: Any recorded Notice of Default affecting the Property; Any delinquent amounts due under any loan secured by the Owner or other obligations affecting the Property; Any bankruptcy, insolvency, or similar proceeding affecting the Property; Any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that does or may affect the Property or Owner’s ability to lease the Property or transfer possession of ownership; and Any current, pending, or proposed special assessments affecting the Property. The Owner shall promptly notify the Agent in writing if the Owner becomes aware of any of the aforementioned items in this Section during the Term of this Agreement.

  • Representations of the Holder In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

  • Representations of the Adviser The Adviser represents, warrants and further covenants as follows:

  • Representations of the Manager The Manager represents, warrants and agrees that: (i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware; (ii) Manager is duly registered as an “investment adviser” under the Investment Advisers Act of 1940 (“Advisers Act”); (iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract. (iv) the execution, delivery and performance of this Agreement are within Manager’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager; (v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and (vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof: (i) It is duly organized, validly existing and in good standing under the laws of the State under which it is organized. (ii) The execution and delivery of this Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case which materially and adversely affect its ability to carry out the transactions contemplated by this Agreement. (iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. (iv) This Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. (v) It has the right to enter into this Agreement without the consent of any third party. (vi) It is the holder of the respective Note for its own account in the ordinary course of its business. (vii) It has not dealt with any broker, investment banker, agent or other person, that may be entitled to any commission or compensation in connection with the consummation of any of the transactions contemplated hereby. (viii) It is a Qualified Transferee.

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of the Purchasers Each Purchaser represents as follows:

  • Representations of the Fund The Trust, on behalf of the Fund, represents and warrants that: (i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts; (ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof; (iii) the execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund; (iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and (vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission (“CFTC”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.

  • REPRESENTATIONS OF THE ASSIGNEE The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA.

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

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