Representations, Warranties and Agreements of the Underwriters. Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that:
(a) Such Underwriter has not made, and will not make (other than as permitted by Section 6(b) hereof), any offer relating to the Designated Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), without the prior consent of the Company and the Representatives;
(b) Such Underwriter has not used, and will not use, any free writing prospectus that contains the final terms of the Designated Securities unless such terms have previously been included in a free writing prospectus filed with the Commission in accordance with Rule 433 under the Securities Act, without the prior consent of the Company and the Representatives; provided, however, that each of the Underwriters may use a term sheet relating to the Designated Securities containing customary information not inconsistent with the Final Term Sheet prepared and filed pursuant to Section 5(a) hereof without the prior consent of the Company or the Representatives; and
(c) Such Underwriter is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the Designated Securities and will promptly notify the Company if any such proceeding against it with respect to any offering of the Designated Securities is initiated during such period in which, in the opinion of counsel for the Underwriters, a prospectus relating to the Designated Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sale of the Designated Securities by any Underwriter or any dealer.
Representations, Warranties and Agreements of the Underwriters. Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that:
(a) Such Underwriter has not made, and will not make (other than as permitted by Section 6(b) hereof), any offer relating to the Designated Securities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Act), without the prior consent of the Company and the Representatives; and
(b) Such Underwriter has not used, and will not use, any free writing prospectus that contains the final terms of the Designated Securities unless such terms have previously been included in a free writing prospectus filed with the Commission in accordance with Rule 433 under the Act, without the prior consent of the Company and the Representatives, provided, however, that each of the Underwriters may use one or more term sheets relating to the Designated Securities containing customary information, including Bloomberg email announcement, price talk guidance, comparable bond pricing and final pricing terms, not inconsistent with the form of the Final Term Sheet attached as Schedule III(b) to Pricing Agreement, without the prior consent of the Company or the Representatives.
Representations, Warranties and Agreements of the Underwriters. Each Underwriter represents and warrants to, and agrees with, the Company that:
(a) It proposes to offer the Securities for sale to the public as set forth in the Final Prospectus, and all offers and sales of the Securities made by it shall be so made in compliance with all applicable laws and regulations.
(b) If any of the Securities to be acquired by it constitute "residual interests" in a "real estate mortgage investment conduit" (a "REMIC") as those terms are defined, respectively, in Sections 860G and 860D of the Internal Revenue Code of 1986 (the "Code"; and such Securities, "Residual Securities"), it will deliver on or before the Closing Date, in connection with such acquisition, a transfer affidavit and agreement, substantially in the form required pursuant to Section ______ of the Pooling Agreement, upon which the Company and the Trustee may rely. In addition, it shall pay directly or reimburse the Company upon demand for: (i) any and all taxes (including, without limitation, penalties and interest) owed or asserted to be owed by the Company as a result of a claim by the Internal Revenue Service that the transfer of any Residual Securities to such Underwriter hereunder or any transfer thereof by such Underwriter may be disregarded for federal tax purposes and (ii) any and all losses, claims, damages and liabilities, including, without limitation, attorney's fees and expenses, arising out of any failure of such Underwriter to make payment or reimbursement in connection with any such assertion as required in clause (i) above. Furthermore, it acknowledges that on the Closing Date, immediately after the transactions described herein, it will be the owner of the Residual Securities, if any, acquired by it for federal tax purposes, and it shall not assert in any proceeding that the transfer of such Residual Securities from the Company to such Underwriter should be disregarded for any purpose.
Representations, Warranties and Agreements of the Underwriters. Each Underwriter severally and not jointly represents, warrants and agrees that:
(i) it has not offered for issue or sale, or invited applications for the issue, sale or purchase of, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); it will not offer for issue or sale, or invite applications for the issue or sale of, or to purchase, any of the Securities in Australia (including an offer or invitation which is received by a person in Australia); and it has not distributed or published, and will not distribute or publish, any preliminary or final disclosure document, advertisements or other offering material relating to the Securities in Australia, unless:
(A) (I) the aggregate amount payable on acceptance of the offer for the Securities by each offeree or invitee for the Securities, is a minimum amount (disregarding amounts, if any, lent by the Bank or other person offering the Securities, or an associate (as defined in Division 2 of Part 1.2 of the Corporations Act) of either of them) of A$500,000 (or its equivalent in an alternate currency); or (II) the offer or invitation is otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2 of the Corporations Act;
(B) the offer, invitation or distribution complies with all applicable Australian laws and regulations in relation to the offer, invitation or distribution; and
(C) such action does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange operated by ASX Limited.
(ii) it will solicit offers to purchase the Securities, and each of the Securities acquired by it as principal will be acquired, on the basis of the information contained in, and as a result of negotiations initiated following distribution of, the Registration Statement, the Time of Sale Information and the Prospectus.
(iii) it will offer such Securities for sale within 30 days of their issue date:
(A) to at least 10 persons each of whom at the time of the offer (I) was carrying on a business of providing finance, or investing in or dealing in securities, in the course of operating in financial markets and (II) was not known, or suspected, by the employees of each of the Underwriters directly involved in the sale to be an associate (as defined in Section 128F of the Tax Act) of any other person covered by this subsection (c)(iii)(A);
(B) to at least 100 persons who it...
Representations, Warranties and Agreements of the Underwriters. (a) The Underwriters agree severally, and not jointly, to purchase the Global Bonds at the Purchase Price on the Closing Date subject to the terms of this Agreement.
(b) Peru acknowledges and agrees that the Underwriters may sell to any of their affiliates Global Bonds purchased by any Underwriter, and that any of such affiliates may sell to other such affiliates or to the Underwriters Global Bonds purchased by such affiliates.
(c) In connection with this offering, each Underwriter, represents and covenants with Peru that, unless such Underwriter has obtained or will obtain, as the case may be, the prior written consent of Peru, such Underwriter has not and will not use any issuer free writing prospectuses as defined in Rule 433 under the Securities Act (each an “Issuer Free Writing Prospectus”) or any free writing prospectus required to be filed by Peru with the Commission (as defined below) or retained by Peru under Rule 433 under the Securities Act; provided, that the prior written consent of Peru shall be deemed to have been given in respect of (i) the Issuer Free Writing Prospectus included in Schedule II hereto, (ii) a free writing prospectus that is not an Issuer Free Writing Prospectus or contains only information describing the preliminary and/or final terms of the Global Bonds or their offering, and (iii) the Issuer Free Writing Prospectus identified in Schedule III hereto (the “Electronic Road Show”).
Representations, Warranties and Agreements of the Underwriters. The Underwriters represent to and agree with the District that, as of the date hereof and as of the date of the Closing:
(a) The Lead Underwriter is duly authorized to execute this Purchase Agreement for the Underwriters and to take any action under this Purchase Agreement required to be taken by it.
(b) The execution and delivery hereof and the consummation of the transactions contemplated hereby does not and will not violate any of the prohibitions set forth in Rule G-37 promulgated by the MSRB, and all reports required to be submitted to the MSRB pursuant to Rule G-37 have been and will be submitted to the MSRB.
(c) The Underwriters have, and have had, no financial advisory relationship with the District with respect to the Bonds as such term is defined in California Government Code Section 53590(c) or MSRB Rule G-23, and no investment firm controlling, controlled by or under common control with the Underwriters have or have had any such financial advisory relationship.
(d) The Underwriters have not paid or agreed to pay, nor will they pay or agree to pay, any entity, company, firm, or person (including, but not limited to the District’s municipal advisor, or any officer, agent or employee thereof), other than a bona fide officer, agent or employee working for the Underwriters, any compensation, fee, gift or other consideration contingent upon or resulting from the award of or entering into this Purchase Agreement.
Representations, Warranties and Agreements of the Underwriters. (a) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Company that it and each of its affiliates have complied, and will comply, with the selling restrictions applicable to offers and sales of Securities in jurisdictions outside the United States as set forth under the heading “Underwriting—Sales Outside the United States” in the Disclosure Package and the Prospectus.
(b) Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Company and the Representatives that it has not made, and unless it obtains the prior written consent of the Company and the Representatives, it will not make, any offer relating to the Securities that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed with the Commission; provided, however, that the prior written consent of the Company shall be deemed to have been given with respect to the Issuer Free Writing Prospectuses identified on Schedule III hereto. The Company represents that it has treated or agrees that it will treat any such issuer free writing prospectus or free writing prospectus to which it so consents as an Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rule 433 applicable thereto, including with respect to timely filing with the Commission, legending and record-keeping.
Representations, Warranties and Agreements of the Underwriters. The Underwriters represent, warrant and agree that, except for the information contained in the Final Term Sheet and any Issuer Free Writing Prospectus approved in writing in advance by the Representatives pursuant to Section 5(j), they have not made and will not make, unless approved in writing in advance by the Company, any offer relating to the Securities that would constitute a “free writing prospectus” (as defined in Rule 405 of under the Act and referred to herein as a “Free Writing Prospectus”) that would be required to be filed with the Commission.
Representations, Warranties and Agreements of the Underwriters. The Underwriters each represent, warrant and agree, severally, as follows:
(a) It will make offers and sales of the Notes in compliance with all legal requirements and only as described in the Offering Document and the Underwriting Agreement.
(b) It will not use, or distribute to any Person for use, or permit the use of, any Offering Document in connection with the offer and sale of the Notes unless such Offering Document includes or incorporates by reference such information relating to Ambac as has been furnished by Ambac for inclusion therein and the information therein or incorporated by reference therein concerning Ambac has been approved by Ambac in writing. It will not include any information relating to Ambac except as furnished by Ambac. Ambac hereby consents to the inclusion of the Ambac Information in the Offering Document. Back to Contents
Representations, Warranties and Agreements of the Underwriters. The Underwriters represent to and agree with the District and the County that, as of the date hereof and as of the date of Closing:
(a) The Representative is duly authorized and have been duly authorized by the Underwriters, pursuant to an agreement among the Underwriters (the “AAU”), to execute this Purchase Agreement, to act hereunder on behalf of the Underwriters and to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Representative or the Underwriters.
(b) Based on representations in the AAU, the Underwriters have, and have had, no financial advisory relationship (as such term is defined in California Government Code Section 53590) with the District or the County with respect to the Bonds, and no investment firm controlling, controlled by or under common control with any of the Underwriters has or has had any such financial advisory relationship (as such term is defined in California Government Code Section 53590).
(c) The Underwriters shall comply with all statutes, rules and regulations of all governmental entities in connection with the offering and sale of the Bonds.
