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Representations, Warranties and Covenants of the Agent Sample Clauses

Representations, Warranties and Covenants of the Agent. 3.1 The Agent hereby represents, warrants and covenants to the Company that (and will use its commercially reasonable best efforts to cause any members of its selling group to): (a) it will conduct activities in connection with arranging for the sale and distribution of the FT Units and Subscription Receipts in compliance with all applicable Canadian Securities Laws and the provisions of this Agreement; (b) it has not and will not, directly or indirectly, sell or solicit offers to purchase the FT Units or Subscription Receipts or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials in any country or jurisdiction so as to require registration of the FT Units and Subscription Receipts or filing of a prospectus or similar document with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations) under the laws of any jurisdiction; (c) will use its reasonable efforts to obtain from each Purchaser an executed Subscription Agreement and all other applicable forms, reports, undertakings and documentation required under applicable Securities Laws or required by the Company, acting reasonably; (d) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated, continued or amalgamated; and (e) the Agent is duly registered pursuant to the provisions of the Canadian Securities Laws and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent will act only through members of a selling group who are so registered or licensed. (f) the Agent makes the representations, warranties and covenants applicable to them in Schedule “C” hereto and agrees, for the benefit of the Company, to comply with the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule “C” hereto, which forms part of this Agreement.
Representations, Warranties and Covenants of the Agent. The Agent acknowledges that the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Agent (on its own behalf and on behalf of its U.S. Affiliate), severally but not jointly, represents, warrants and covenants to the Company that: (a) The Agent will offer and sell Units only (a) in "offshore transactions" (as defined in Rule 902(h) of Regulation S) in accordance with Rule 903 of Regulation S or (b) in the United States in accordance with Section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder, as provided in paragraphs (b) through (o) below. Accordingly, neither the Agent, its U.S. Affiliate nor any persons acting on their behalf has engaged or will engage in, has made or will make or has facilitated or will facilitate the making of (except as permitted in paragraphs (b) through (o) below) (i) any offer to sell or any solicitation of an offer to buy, any Units to any person in the United States; or (ii) any sale of Units to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Agent, U.S. Affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States. Neither the Agent, its U.S. Affiliates nor any person acting on their behalf has engaged or will engage in any Directed Selling Efforts or General Solicitation or General Advertising in the United States with respect to the Units or any violation of Regulation M under the U.S. Exchange Act in connection with the Offering. (b) Neither the Agent, its U.S. Affiliate nor any person acting on its behalf (other than the Company, its affiliates and any person acting on their behalf, as to which no representation is made) has taken or will take any action that would cause the exemptions afforded by Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of Units in the United States in accordance with this Schedule D, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Units outside the United States in accordance with the Agency Agreement. (c) All offers and sales of the U...
Representations, Warranties and Covenants of the Agent. The Agent acknowledges and agrees that the Offered Units, the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, and the Offered Units, the Unit Shares and the Warrants may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws. Accordingly, the Agent represents, warrants and covenants to the Corporation that: 1. None of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf has offered or will offer any Offered Units, Unit Shares or Warrants except: (a) in an “offshore transaction,” as such term is defined in Regulation S, outside the United States to non-U.S. Persons in accordance with Rule 903 of Regulation S; or (b) in the United States to, or for the account or benefit of, persons in the United States or U.S. Persons to Qualified Institutional Buyers or Accredited Investors purchasing pursuant to the exemption from the registration requirements of the U.S. Securities Act under Rule 506(b) of Regulation D and in compliance with similar exemptions under applicable state securities laws as provided in paragraphs 2 through 12 below. Accordingly, none of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf, has made or will make (except as permitted in paragraphs 2 through 12 below): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Units, Unit Shares or Warrants in the United States or to, or for the account or benefit of, any person in the United States or a U.S. Person; (ii) any sale of Offered Units, Unit Shares or Warrants to any purchaser unless, at the time the buy order was or is originated, the purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, the U.S. Selling Group Member, their respective affiliates or person acting on its or their behalf reasonably believed that such purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person; or (iii) any Directed Selling Efforts. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and ...
Representations, Warranties and Covenants of the AgentThe Agent, on its own behalf and on behalf of its U.S. Affiliate, acknowledges that the Offered Units have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. Person, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Agent, on its own behalf and on behalf of its U.S. Affiliate, represents, warrants, covenants and agrees to and with the Company that:
Representations, Warranties and Covenants of the AgentThe Agent acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and state securities laws. Accordingly, the Agent represents, warrants and covenants to the Corporation, as at the date hereof and as at the Closing Date, that:
Representations, Warranties and Covenants of the Agent. (a) The Agent hereby represents and warrants to the Corporation that: (i) it is, and will remain so, until the completion of the Offering, appropriately registered under Applicable Canadian Securities Laws so as to permit it to lawfully fulfill its obligations hereunder; and (ii) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein. (b) The Agent hereby covenants and agrees with the Corporation, the following: (i) The Agent will comply with applicable Securities Laws in connection with the offer and sale and distribution of the Offered Securities. (ii) The Agent will not directly or indirectly, solicit offers to purchase or sell the Offered Securities or deliver any Offering Document to purchasers so as to require registration of the Offered Securities or filing of a prospectus or registration statement with respect to those Offered Securities under the laws of any jurisdiction other than the Applicable Canadian Offering Jurisdictions, including, without limitation, the United States. Any offer or sales of Offered Securities (including any unsold allotment of Offered Securities) to, or for the account or benefit of, U.S. Persons or persons in the United States will be made in accordance with the terms and conditions set out in this Agreement. The terms and conditions and the representations and warranties and covenants of the parties contained in Schedule “A” form part of this Agreement. (iii) The Agent will use its commercially reasonable efforts to complete the distribution of the Offered Securities as promptly as possible after the Closing Time. The Agent will notify the Corporation when, in the Agent’s opinion, the Agent has ceased the distribution of the Offered Securities, and, within 30 calendar days after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Offered Securities sold (i) in each of the Applicable Canadian Offering Jurisdictions, and (ii) in any other Designated Jurisdictions.
Representations, Warranties and Covenants of the AgentThe Agent represents, warrants and covenants to and with the Corporation that:
Representations, Warranties and Covenants of the AgentThe Agent, represents, warrants and covenants to and with the Company, as at the date hereof and as at the Closing Date, that:
Representations, Warranties and Covenants of the AgentThe Agent acknowledges that the Units, the Unit Shares and the Warrants have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold other than pursuant to a transaction exempt from or not subject to the registration requirements of the U.S. Securities Act and all applicable state securities laws. The Agent represents, warrants and covenants to the Company that:
Representations, Warranties and Covenants of the Agent. The Agent acknowledges and agrees that the Offered Units, the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, and the Offered Units, the Unit Shares and the Warrants may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws. Accordingly, the Agent represents, warrants and covenants to the Corporation that: 1. None of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf has offered or will offer any Offered Units, Unit Shares or Warrants except: (a) in an “offshore transaction,” as such term is defined in Regulation S, outside the United States to non-U.S. Persons in accordance with Rule 903 of Regulation S; or (b) in the United States to, or for the account or benefit of, persons in the United States or U.S. Persons as provided in paragraphs 2 through 12 below. Accordingly, none of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf, has made or will make (except as permitted in paragraphs 2 through 12 below): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Units, Unit Shares or Warrants in the United States or to, or for the account or benefit of, any person in the United States or a U.S. Person; (ii) any sale of Offered Units, Unit Shares or Warrants to any purchaser unless, at the time the buy order was or is originated, the purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, the U.S. Selling Group Member, their respective affiliates or person acting on its or their behalf reasonably believed that such purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person; or (iii) any Directed Selling Efforts. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Units, the Unit Shares or the Warrants, except with the U.S. Selling Group Member, its affiliates, any Selling Firm or with the prior written consent of the Corporation. It shall require the Selling Group Member, its affiliates and any Selling Firm to ...