Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Shares have not been and will not be registered under the U.S. Securities Act or any U.S. 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 U.S. state securities laws. Accordingly, each Underwriter, severally and not jointly, represents, warrants and covenants to the Corporation that:
Representations, Warranties and Covenants of the Underwriters. (1) Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Company that:
(a) it is, and will remain so, until the completion of the Offering, appropriately registered under Applicable Securities Laws so as to permit it to lawfully fulfill its obligations hereunder; and
(b) 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.
(2) The Underwriters hereby covenant and agree with the Company to the following:
Representations, Warranties and Covenants of the Underwriters. (1) Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Corporation, the following:
Representations, Warranties and Covenants of the Underwriters. The Underwriters, severally and not jointly, represent, warrant and agree with the Issuer and SCE that, unless the Underwriters obtained, or will obtain, the prior written consent of the Issuer or SCE, the Representatives (x) have not delivered, and will not deliver, any Rating Information (as defined below) to any Rating Agency until and unless the Issuer or SCE advises the Underwriters that such Rating Information is posted to password-protected website maintained by the Servicer pursuant to paragraph (a)(3)(iii)(B) of Rule 17g-5 under the Exchange Act in the same form as it will be provided to such Rating Agency, and (y) have not participated, and will not participate, with any Rating Agency in any oral communication of any Rating Information without the participation of a representative of the Issuer or SCE. For purposes of this Section 13, “Rating Information” means any information provided to a Rating Agency for the purpose of determining an initial credit rating on the Bonds.
Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents and warrants to and covenants with the Company that:
(a) It acknowledges that the Securities and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any United States state securities laws and the Securities may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable United States state securities laws. It has not offered or sold, and will not offer or sell, any Securities except in an Offshore Transaction in accordance with Rule 903 of Regulation S or in the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of U.S. Institutional Accredited Investors pursuant to Rule 506(b) of Regulation D, which U.S. Institutional Accredited Investors will purchase Securities from the Company in accordance with this Underwriting Agreement. Accordingly, except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A and offers to a limited number of U.S. Institutional Accredited Investors with sales directly by the Company pursuant to Rule 506(b) of Regulation D, none of the Underwriter, its U.S. Affiliate, any of their affiliates or any persons acting on any of their behalf, has made or will make (i) any offer to sell or any solicitation of an offer to buy, any Securities to any person in the United States or any U.S. Person; (ii) any sale of Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States and not a U.S Person or such Underwriter, U.S. Affiliate, affiliate or person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person. None of the Underwriter, any of their affiliates or any person acting on any of their behalf has engaged or will engage in any Directed Selling Efforts, or has taken or will take any action that would cause Rule 144A, Rule 506(b) of Regulation D or Rule 903 of Regulation S to be unavailable for offers and sales of the Securities pursuant to this Agreement;
(b) It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Securities, except with its U.S. Affiliate, any Selling Firm or with the prior written consent of the Company; and
(c) It s...
Representations, Warranties and Covenants of the Underwriters. (1) The Underwriters represent and warrant to, and covenant with, the Corporation (and acknowledge that the Corporation is relying on such representations, warranties and covenants) as follows:
(a) the Underwriters shall complete, and use all commercially reasonable efforts to cause each Selling Firm to complete, the Offering of the Subscription Receipts as soon as reasonably practicable in compliance with Applicable Securities Laws;
(b) the Underwriters shall promptly notify the Corporation when, in their opinion, the Underwriters and the Selling Firms have ceased offering of the Subscription Receipts and provide a breakdown of the number of Subscription Receipts distributed in each of the Offering Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Regulatory Authorities and the breakdown of the number of Subscription Receipts distributed in jurisdictions other than the Offering Jurisdictions;
(c) the Underwriters shall comply, and shall require any U.S. Affiliate or Selling Firm to comply, with Applicable Securities Laws in connection with the distribution of the Subscription Receipts and to offer the Subscription Receipts for sale, on a private placement basis, to Substituted Purchasers directly and through Selling Firms upon the terms and conditions set out in this Agreement and the Subscription Agreements. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale the Subscription Receipts only in those jurisdictions where they may be lawfully offered for sale or sold; and
(d) each of the Underwriters:
(i) will conduct its activities in connection with the proposed offer and sale of the Subscription Receipts in compliance with all Applicable Securities Laws;
(ii) has or will have taken steps to reasonably confirm that each Purchaser meets the conditions of the particular exemption from the prospectus requirement under Applicable Securities Laws that such Purchaser relied on in their particular Subscription Agreement;
(iii) is a registered dealer in the Offering Jurisdictions where such Underwriter offers and sells the Subscription Receipts to Purchasers and will remain so registered until completion of the Offering; and
(iv) will cause each U.S. Affiliate and will require each Selling Firm appointed by it to be bound by the provisions of this Agreement.
(2) The representations, warranties and obligations of the Underwriters under this Section 13 are several and not joint. No Un...
Representations, Warranties and Covenants of the Underwriters. Upon the authorization by the Issuers of the release of the Securities, the Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in this Agreement, the Registration Statement, the Time of Sale Information and the Prospectus, and each Underwriter, severally and not jointly, hereby represents and warrants to, and agrees with the Issuers that the Underwriters intend to offer for sale to the public, as described in the Pricing Disclosure Package and the Prospectus, their respective portions of the Securities as soon after this Agreement has been executed as the Underwriters, in their sole judgment, have determined is advisable and practicable.
Representations, Warranties and Covenants of the Underwriters.
(1) Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in connection with the issue and sale of the Offered Securities to the Underwriters and the Purchasers and the Broker Warrants to each of the Underwriters, that:
(a) each of the Underwriters are, and will remain so, until the completion of the Offering, appropriately registered under applicable Securities Laws so as to permit it to lawfully fulfill its obligations hereunder;
(b) the Underwriters have 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; and
(c) the Underwriters have not and will not, in connection with the Offering, make any representation or warranty with respect to the Corporation or the Offered Securities except pursuant to (i) the Subscription Agreements; or (iii) any disclosure otherwise expressly authorized in writing by the Corporation.
(2) Each of the Underwriters hereby severally, and not jointly, nor jointly and severally, covenant and agree with the Corporation, and acknowledges that the Corporation is relying upon such covenants in connection with the issue and sale of the Offered Securities to the Underwriters and the Purchasers and the Broker Warrants to each of the Underwriters, that:
(a) it will conduct activities in connection with arranging for Purchasers in compliance with applicable Securities Laws and only solicit offers to purchase Offered Securities from such persons listed in such manner that, pursuant to applicable Securities Laws, no prospectus, registration statement or similar document needs to be delivered or filed, other than any prescribed reports of the issue and sale of the Offered Securities;
(b) it will not deliver to any prospective Purchaser any document or materials which constitutes or is deemed to be an offering memorandum under applicable Securities Laws;
(c) it 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 the filing of a prospectus or registration statement with respect to the Offered Securities in any jurisdiction other than the Offering Jurisdictions, including without limitation, the United States;
(d) it wil...
Representations, Warranties and Covenants of the Underwriters. The Underwriters, severally and not jointly, represent, warrant and agree with the Issuer and PG&E that, unless the Underwriters obtained, or will obtain, the prior written consent of the Issuer or PG&E, the Representatives (x) have not delivered, and will not deliver, any Rating Information (as defined below) to any Rating Agency until and unless the Issuer or PG&E advises the Underwriters that such Rating Information is posted to password-protected website maintained by the Servicer pursuant to paragraph (a)(3)(iii)(B) of Rule 17g-5 under the Exchange Act in the same form as it will be provided to such Rating Agency, and (y) have not participated, and will not participate, with any Rating Agency in any oral communication of any Rating Information without the participation of a representative of the Issuer or PG&E. For purposes of this Section 13, “Rating Information” means any information provided to a Rating Agency for the purpose of determining an initial credit rating on the Bonds.
Representations, Warranties and Covenants of the Underwriters. (1) Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Company that:
(a) it is, and will remain so, until the completion of the Offering, appropriately registered under Canadian Securities Laws so as to permit it to lawfully fulfill its obligations hereunder; and
(b) 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.
(2) The Underwriters hereby covenant and agree with the Company to the following:
