Representations of Underwriters. The Representative will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.
Representations of Underwriters. You will act for the several Underwriters in connection with this financing, and any action under this Agreement and any Terms Agreement taken by you will be binding upon all the Underwriters identified in such Terms Agreement.
Representations of Underwriters. (a) The Representatives will act for the several Underwriters in connection with the offering of the Securities and the Guarantee for sale to the public as set forth in the Final Prospectus, and any action under this Agreement taken by the Representatives jointly or by one of the Representatives will be binding upon all the Underwriters.
(b) Solely for the purposes of the requirements of 3.2.7(R) of the Product Intervention and Product Governance Sourcebook part of the UK FCA’s Handbook, (the “UK Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK Product Governance Rules, each of the Representatives that is a manufacturer for purposes of the UK Product Governance Rules (each a “UK Manufacturer” and together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Prospectus Supplement. The Representatives and the Issuer note the application of the UK Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the related information set out in the Prospectus Supplement.
Representations of Underwriters. The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters. Each of the Underwriters represents and warrants to, and agrees with, the Bank that (w) it has only issued or passed on and shall only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Certificates to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 (as amended) or who is a person to whom the document may otherwise lawfully be issued or passed on, (x) it has complied and shall comply with all applicable provisions of the Financial Services Act 1986 and other applicable laws and regulations with respect to anything done by it in relation to the Certificates in, from or otherwise involving the United Kingdom and (y) if that Underwriter is an authorized person under the Financial Services Act 1986, it has only promoted and shall only promote (as that term is defined in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any person in the United Kingdom the scheme described in the Prospectus if that person is of a kind described either in Section 76(2) of the Financial Services Act 1986 or in Regulation 1.04 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991.
Representations of Underwriters. (a) The Representative will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.
(b) Each Underwriter, severally but not jointly, represents that it has not and covenants that it will not provide any oral or written Rating Information (as defined below) to a Note Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), unless a designated representative from Citibank participated in or participates in such communication; provided, however, that if an Underwriter received or receives an oral communication from a Note Rating Agency, such Underwriter was and is authorized to inform such Note Rating Agency that it will respond to the oral communication with a designated representative from Citibank or refer such Note Rating Agency to Citibank, who will respond to such oral communication. For purposes of this paragraph, “Rating Information” means any information provided for the purpose of determining the initial credit rating for the Notes or undertaking credit rating surveillance on the Notes (as contemplated by paragraph (a)(3)(iii)(C) of Rule 17g-5) including, but not limited to, information about the characteristics and performance of the Receivables.
Representations of Underwriters. The Underwriters represent and warrant to and agree with the Department that they are authorized to take any action under this Purchase Agreement required to be taken by them and that this Purchase Agreement is a binding contract of the Underwriters enforceable in accordance with its terms. The Standard Provisions for City Personal Services Contracts (“PSC”) applicable to this transaction are specifically enumerated in Appendix B hereto are hereby incorporated herein by reference as though fully set forth herein.
Representations of Underwriters. The Representative will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representative will be binding upon all of the Underwriters. If the foregoing correctly sets forth the agreement between the Company and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, ADVANTA MORTGAGE CONDUIT SERVICES INC. By:______________________ Mark Casale Vice President CONFIRMED AND ACCEPTED, as of the date first above written: MORGAN STANLEY & CO. INCXXXXXXTXX xx Xepresentative of the Underwriters By:______________________ [Underwriting Agreement] ================================================================================ SCHEDULE A -------------------------------------------------------------------------------- Purchase Price Initial Principal Amount to Underwriters of Offered Certificates disregarding Class Purchased by Underwriters accrued interest -------------------------------------------------------------------------------- Class A-1 $280,000,000 % -------------------------------------------------------------------------------- Class A-2 $120,000,000 % ================================================================================ EXHIBIT A As of _______, 1996 Morgan Stanley & Co. Incxxxxxxtxx Xx Xepresentative of the Underwriters named in Schedule I 1585 Broadway New York, Xxx Xxxx 00000 Xx: Xxxxrwriting Agreement dated September __, 1996 (the "Underwriting Agreement") between Advanta Mortgage Conduit Services, Inc. ("Advanta") and Morgan Stanley & Co. Incxxxxxxtxx (xxx "Representative") and Indemnification Agreement dated as of September 1, 1996 (the "Indemnifica- tion Agreement") among Financial Guaranty Insurance Company (the "Certificate Insurer"), Advanta and the Representative Ladies and Gentlemen:
Representations of Underwriters. The Representative will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representative will be binding upon all of the Underwriters. If the foregoing correctly sets forth the agreement between the Company and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, ADVANTA MORTGAGE CONDUIT SERVICES INC. By:______________________ Name: Xxxx X. Xxxxxxxxx Title: Vice President CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX XXXXXXX & CO. INCORPORATED as Representative of the Underwriters By:______________________ Name: Title: [Underwriting Agreement] ================================================================================ SCHEDULE A -------------------------------------------------------------------------------- Purchase Price Initial Principal Amount to Underwriters of Offered Certificates disregarding Class Purchased by Underwriters accrued interest ----------------------------------------------------------------------------------------------- Class A-1 $141,000,000 99.9219% ----------------------------------------------------------------------------------------------- Class A-2 $82,000,000 99.8906% ----------------------------------------------------------------------------------------------- Class A-3 $11,500,000 99.9219% ----------------------------------------------------------------------------------------------- Class A-4 $34,015,000 99.8438% ----------------------------------------------------------------------------------------------- Class A-5 $29,835,000 99.9063% ----------------------------------------------------------------------------------------------- Class A-6 $168,000,000 100.0000% ----------------------------------------------------------------------------------------------- Class M-1F $10,200,000 99.8125% ----------------------------------------------------------------------------------------------- Class M-1A $22,100,000 100.0000% ----------------------------------------------------------------------------------------------- Class M-2F $9,350,000 99.8281% ----------------------------------------------------------------------------------------------- Class M-2A $12,600,000 100.0000% ----------------------------------------------------------------------------------------------- Class B-1F $10,500,000 99.9688% -----------------------------------------------...
Representations of Underwriters. The Representative will act for the several Underwriters in connection with this financing, and any action under this Underwriting Agreement taken by the Representative will be binding upon all the Underwriters. Each of the Underwriters represents and warrants to, and agrees with, TRC that (i) it has not offered or sold, and prior to the date which is six months after the date of issue of the Class A Notes will not offer or sell any Class A 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, (ii) if that Underwriter is an authorized person under the Financial Services and Markets Acx 0000, it has promoted and will only promote to the following persons (x) persons falling within one of the categories of “investment professionals” as defined in article 14(5) of the Financial Services and Markets Acx 0000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 and (y) persons falling within any categories of persons described in article 22(2) (a) to (d) of the Financial Services and Markets Acx 0000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, (iii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Acx 0000 xith respect to anything done by it in relation to the Class A Notes in, from or otherwise involving the United Kingdom, and (iv) 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 Financial Services and Markets Act 2000) received by it in connection with the issue or sale of any Class A Notes in circumstances in which section 21(1) of the Financial Services and Markets Acx 0000 xoes not apply to the Issuer.
Representations of Underwriters. Each Underwriter represents and warrants to the Company as of the date hereof and as of the Settlement Date that, with respect to the offering of the Warrants, to the best of its knowledge in good faith and on reasonable grounds after making all reasonable investigations, it has complied with and will comply with all applicable laws and regulations in force in any jurisdiction outside the United States in which it purchases, offers, sells or delivers any Warrants or possesses or distributes the Statutory Prospectus or the Prospectus and any amendment or supplement thereto or any other offering material with respect to the Warrants and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Warrants under the laws and regulations in force in any jurisdiction outside the United States to which it is subject or in which it makes purchases, offers or sales of the Warrants and neither the Company nor any other Underwriter will have responsibility for these matters. For the avoidance of doubt, Wxxxx Fargo Securities is not engaged hereunder and does not undertake to purchase, offer, sell or deliver any Warrants outside of the United States, or to possess or distribute the Statutory Prospectus or the Prospectus or any amendment or supplement thereto or any other offering material with respect to the Warrants outside of the United States.
