Common use of Representations, Warranties and Covenants of the Underwriters Clause in Contracts

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:

Appears in 4 contracts

Samples: Underwriting Agreement (Hudbay Minerals Inc.), Underwriting Agreement (HudBay Minerals Inc.), Underwriting Agreement (Silvercrest Mines Inc)

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Representations, Warranties and Covenants of the Underwriters. Each The Underwriter acknowledges that the Shares Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. applicable state securities laws 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 the Underwriter, severally and not jointly, represents, warrants and covenants to the Corporation that:

Appears in 2 contracts

Samples: Underwriting Agreement (Titan Medical Inc), Underwriting Agreement (Titan Medical Inc)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, acknowledges that the Shares Offered Units have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered and or sold only in transactions exempt to any person within the United States except pursuant to an exemption from or not subject to the registration requirements of the U.S. Securities Act and U.S. applicable state securities laws. Accordingly, each Underwriter, severally and but not jointly, represents, warrants and covenants to and with the Corporation REIT that:

Appears in 2 contracts

Samples: Underwriting Agreement, Underwriting Agreement

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Shares Offered Securities and the Additional Securities 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 lawsAct. Accordingly, each Underwriter, severally and not jointly, Each Underwriter represents, warrants and covenants to the Corporation Company that:

Appears in 2 contracts

Samples: Share Subscription Agreement (Canadian Zinc Corp), Share Subscription Agreement (Canadian Zinc Corp)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Offered 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 applicable U.S. state securities laws. Accordingly, each Underwriter, severally and not jointly, Each Underwriter represents, warrants and covenants to and with the Corporation Company, as at the date hereof, the Closing Date and any Option Closing Date, that:

Appears in 2 contracts

Samples: Underwriting Agreement (Americas Gold & Silver Corp), Underwriting Agreement (Americas Gold & Silver Corp)

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 the securities laws of any state of the United States 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. applicable state securities laws. Accordingly, each Underwriter, severally and not jointly, Each Underwriter represents, warrants warrants, covenants and covenants agrees to and with the Corporation that:

Appears in 2 contracts

Samples: Underwriting Agreement (Fronteer Development Group Inc), Underwriting Agreement (Fronteer Development Group Inc)

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 the securities laws of any state 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. any applicable state securities laws. Accordingly, each Underwriter, severally and not jointly, Underwriter represents, warrants and covenants to the Corporation Company that:

Appears in 2 contracts

Samples: Underwriting Agreement (Fortuna Silver Mines Inc), Underwriting Agreement (Fortuna Silver Mines Inc)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Purchased Shares and Additional Common 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 law of the U.S. Securities Act and U.S. state securities lawsstates of the United States. Accordingly, each Underwriter, severally and not jointly, Each Underwriter represents, warrants and covenants to the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement (Keegan Resources Inc.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Shares Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state applicable securities laws of the states of the United States 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, Each Underwriter represents, warrants and covenants to the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement (Alderon Iron Ore Corp.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter of the Underwriters and its U.S. Affiliates, as applicable, acknowledges that the Offered Securities and Warrant Shares have not been and will not be registered under the U.S. Securities Act or any U.S. applicable state securities laws and may be offered and sold only in transactions exempt from from, or not subject to to, the registration requirements of the U.S. Securities Act and U.S. applicable state securities laws. Accordingly, each Underwriter, severally of the Underwriters and not jointly, the U.S. Affiliates represents, warrants and covenants to the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement

Representations, Warranties and Covenants of the Underwriters. Each Underwriter of the Underwriters acknowledges that the Shares Purchased Units 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, of the Underwriters represents, warrants and covenants to the Corporation REIT, and will cause its U.S. Affiliate to comply with such representations, warranties and covenants, that:

Appears in 1 contract

Samples: Underwriting Agreement (Brookfield Office Properties Canada)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Offered 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 lawsAct. Accordingly, each Underwriterneither the Underwriter nor any of its affiliates, severally and not jointlynor any person acting on its or their behalf, has made or will make any Directed Selling Efforts in the United States with respect to the Offered Shares. Each Underwriter represents, warrants and covenants to the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement (Lundin Mining CORP)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Offered Common Shares have not been and will not be registered under the U.S. Securities Act or any U.S. applicable state securities laws and the Offered Shares may be offered and sold only in the United States only: (a) in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable exemptions from state securities laws; and (b) in accordance with the broker-dealer requirements of the U.S. Exchange Act and state securities laws. Accordingly, each Underwriter, severally and not jointly, Underwriter represents, warrants and covenants to the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement

Representations, Warranties and Covenants of the Underwriters. Each The Underwriter acknowledges that the Shares Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws of any state of the United States and that the Securities 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. applicable securities laws of any state securities lawsof the United States. Accordingly, each Underwriter, severally and not jointly, The Underwriter represents, warrants and covenants to and with the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement (Polymet Mining Corp)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter of the Underwriters acknowledges that the Shares Securities have not been and will not be registered under the U.S. Securities Act or any U.S. applicable state securities laws 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 Underwriterof the Underwriters (on behalf of itself or its U.S. Affiliates), severally and not jointly, represents, warrants and covenants to the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement

Representations, Warranties and Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, acknowledges that the Shares Qualified Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered and or sold only in transactions exempt to any person within the United States except pursuant to an exemption from or not subject to the registration requirements of the U.S. Securities Act and U.S. applicable state securities laws. Accordingly, each Underwriter, severally and but not jointly, represents, warrants and covenants to and with the Corporation REIT that:

Appears in 1 contract

Samples: Underwriting Agreement

Representations, Warranties and Covenants of the Underwriters. Each Underwriter The Underwriters 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. any state securities laws. Accordingly, the each Underwriter, severally and not jointly, of Underwriters represents, warrants and covenants to and with the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement (Nevada Geothermal Power Inc)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter of the Underwriters acknowledges that the Prospectus Shares have not been and will not be registered under the U.S. Securities Act or any U.S. applicable state securities laws laws, and the Prospectus Shares 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. applicable state securities laws. Accordingly, each Underwriter, severally of the Underwriters and not jointly, its U.S. Affiliate represents, warrants and covenants to the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement (DHX Media Ltd.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter of the Underwriters and its U.S. Affiliates, as applicable, acknowledges that the Purchased Shares and Additional Shares, in each case as used herein (and not noted separately), as applicable, 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 from, or not subject to to, the registration requirements of the U.S. Securities Act and U.S. applicable state securities laws. Accordingly, each Underwriter, severally of the Underwriters and not jointly, the U.S. Affiliates represents, warrants and covenants to the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement (Orla Mining Ltd.)

Representations, Warranties and Covenants of the Underwriters. 2. Each Underwriter of the Underwriters and the U.S. Affiliates acknowledges that the Shares Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws 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 of the Underwriters and not jointly, the U.S. Affiliates represents, warrants and covenants to the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement (Sandspring Resources Ltd.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Shares Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state applicable securities laws of the states of the United States, and may not be offered and or sold only in transactions exempt to or for the account or benefit of any U.S. Person or any person within the United States unless registered under the U.S. Securities Act or pursuant to an exemption from or not subject to the registration requirements of the U.S. Securities Act and U.S. state securities lawsAct. Accordingly, each Underwriter, Underwriter severally and not jointly, represents, warrants and covenants to the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement (Nobilis Health Corp.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Subscription Receipts, Special Warrants and Underlying Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state applicable securities laws of the states of the United States, and may not be offered and or sold only in transactions exempt to or for the account or benefit of any U.S. Person or any person within the United States except pursuant to an exemption from or not subject to the registration requirements of the U.S. Securities Act and U.S. state securities lawsAct. Accordingly, each Underwriter, Underwriter severally and not jointly, represents, warrants and covenants to the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement (Merus Labs International Inc.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, acknowledges that the Shares Offered Debentures 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. applicable state securities laws. Accordingly, each Underwriter, severally and not jointly, represents, warrants and covenants to and with the Corporation and will cause its U.S. Affiliate to comply with such representations, warranties and covenants, that:

Appears in 1 contract

Samples: Underwriting Agreement (Wi-Lan Inc.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter Underwriter, on behalf of itself and its U.S. Affiliate, acknowledges that the Underwritten 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 lawsAct. Accordingly, each Underwriter, severally and not jointly, Each Underwriter represents, warrants and covenants to the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement (Loncor Resources Inc.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Shares Offered Securities 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 lawsAct. Accordingly, each Underwriter, severally and not jointly, Each Underwriter represents, warrants and covenants to the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement (New Found Gold Corp.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, acknowledges that the Shares Units 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. applicable state securities laws. Accordingly, each Underwriter, severally and but not jointly, represents, warrants and covenants to the Corporation REIT that:

Appears in 1 contract

Samples: Underwriting Agreement

Representations, Warranties and Covenants of the Underwriters. Each Underwriter of the Underwriters and the U.S. Affiliates acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws 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 of the Underwriters and not jointly, the U.S. Affiliates represents, warrants and covenants to the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement (Farallon Resources Ltd.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter of the Underwriters (on its own behalf and on behalf of its U.S. Affiliate) acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. 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 U.S. applicable state securities laws. Accordingly, each Underwriter, Underwriter (on its own behalf and on behalf of its U.S. Affiliate) severally and not jointly, jointly represents, warrants warrants, covenants and covenants agrees to and with the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement (Canopy Growth Corp)

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Representations, Warranties and Covenants of the Underwriters. Each Underwriter of the Underwriters and its U.S. Affiliates, as applicable, acknowledges that the Shares Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. applicable state securities laws and may be offered and sold only in transactions exempt from from, or not subject to to, the registration requirements of the U.S. Securities Act and U.S. applicable state securities laws. Accordingly, each Underwriter, severally of the Underwriters and not jointly, the U.S. Affiliates represents, warrants and covenants to the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement (Vox Royalty Corp.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter of the Underwriters acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state the applicable securities laws of any state of the United States and may not be offered and sold only except in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and U.S. any applicable state securities laws. Accordingly, each Underwriter, severally and not jointly, Underwriter represents, warrants and covenants to the Corporation and with Yamana and Nomad, and will cause its U.S. Affiliates to comply with such representations, warranties and covenants, that:

Appears in 1 contract

Samples: Underwriting Agreement (Nomad Royalty Co Ltd.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Shares Offered Securities 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, Underwriter represents, warrants and covenants to the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement (Ur-Energy Inc)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges The Underwriters acknowledge that the Shares Securities have not been and will not be registered under the U.S. Securities Act or any U.S. applicable state securities laws and may not be offered and sold only or sold, except in transactions exempt accordance with an exemption or exclusion from or not subject to the registration requirements of the U.S. Securities Act and U.S. applicable state securities laws. Accordingly, each UnderwriterUnderwriter represents, warrants and covenants to and with the Corporation, severally and not jointly, represents, warrants and covenants to the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement (MIGENIX Inc.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter of the Underwriters acknowledges that the Shares Securities have not been and will not be registered under the U.S. Securities Act or any U.S. applicable state securities laws 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 jointlyof the Underwriters, represents, warrants and covenants to the Corporation Company on its own behalf and on behalf of their respective U.S. Affiliate that:

Appears in 1 contract

Samples: Underwriting Agreement

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges The Underwriters acknowledge that the Offered 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 such registration requirements of the U.S. Securities Act and U.S. state securities lawsrequirements. Accordingly, each Underwriterneither the Underwriters nor any of their affiliates, severally and not jointlynor any person acting on its or their behalf, represents, warrants and covenants has made or will make any Directed Selling Efforts in the United States with respect to the Corporation Offered Shares. The Underwriters represent, warrant and covenant to the Company that:

Appears in 1 contract

Samples: Underwriting Agreement (Entree Gold Inc)

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 applicable U.S. state securities laws. Accordingly, each Underwriter, severally and not jointly, represents, warrants and covenants to and with the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement (Denison Mines Corp.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter Underwriter, on behalf of itself and on behalf of its U.S. Affiliate, acknowledges that the Shares Securities have not been and will not be registered under the U.S. Securities Act or any U.S. applicable state securities laws and the Special Warrants and FT Special 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 U.S. applicable state securities laws. Accordingly, each Underwriter, severally and not jointly, Underwriter represents, warrants and covenants to and with the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement (Denison Mines Corp.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Shares Offered Debentures 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 lawsAct. Accordingly, each Underwriter, severally and not jointly, Each Underwriter represents, warrants and covenants to the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement (Brigus Gold Corp.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter Underwriter, severally and not jointly, acknowledges that the Shares Offered Units have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered and or sold only in transactions exempt to any person within the United States except pursuant to an exemption from or not subject to the registration requirements of the U.S. Securities Act and U.S. applicable state securities laws. Accordingly, each Underwriter, severally and but not jointly, represents, warrants and covenants to and with the Corporation REIT and Welsh that:

Appears in 1 contract

Samples: Underwriting Agreement

Representations, Warranties and Covenants of the Underwriters. Each Underwriter Underwriter, on behalf of itself and its U.S. Affiliate, acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state the securities laws of any state of the United States, and the Offered Shares may not be offered and or sold only to Persons in transactions exempt the United States, except in accordance with an applicable exemption from or not subject to the registration requirements of the U.S. Securities Act and U.S. applicable state securities laws. Accordingly, each Underwriter, severally Underwriter (on behalf of itself and not jointly, its U.S. Affiliate) represents, warrants and covenants to and with the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges The Underwriters severally but not jointly acknowledge that the Shares Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state the securities laws of any state and may not be offered and or sold only except in transactions exempt compliance with Rule 903 of Regulation S or pursuant to an exemption from or not subject to the registration requirements of the U.S. Securities Act and U.S. any applicable state securities laws. Accordingly, each Underwriter, of the Underwriters severally and but not jointly, jointly represents, warrants and covenants to the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement (Novagold Resources Inc)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Purchased Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state applicable 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 lawsstates of the United States. Accordingly, each Underwriter, severally and not jointly, Each Underwriter represents, warrants and covenants to the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement (Mag Silver Corp)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Shares Securities have not been and will not be registered under the U.S. Securities 1933 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 1933 Act and U.S. any applicable state securities laws. Accordingly, each Underwriter, severally and not jointly, Each Underwriter represents, warrants warrants, covenants and covenants agrees to and with the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement (Keegan Resources Inc.)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter of the Underwriters acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state the securities laws of any state 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. any applicable state securities laws. Accordingly, each Underwriter, severally and not jointly, Underwriter represents, warrants and covenants to the Corporation and with Franco-Nevada, and will cause its U.S. Affiliates to comply with such representations, warranties and covenants, that:

Appears in 1 contract

Samples: Underwriting Agreement (Newmont Mining Corp /De/)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter acknowledges The Underwriters acknowledge that the Shares Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered and or sold only in transactions exempt to any person within the United States or to, or for the account or benefit of, U.S. persons unless pursuant to a registration statement or an exemption from or not subject to the registration requirements of the U.S. Securities Act and U.S. any applicable state securities or "Blue Sky" laws. Accordingly, each Underwriterthe Underwriters represent, severally warrant and not jointly, represents, warrants and covenants covenant to the Corporation Company that:

Appears in 1 contract

Samples: Underwriting Agreement (Aurizon Mines LTD)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter Underwriter, on behalf of itself and its U.S. Affiliate, acknowledges that the Shares Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state the securities laws of any state and the Convertible Debentures 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 on behalf of itself and not jointlyits U.S. Affiliate, represents, warrants and covenants to and with the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement (Great Basin Gold LTD)

Representations, Warranties and Covenants of the Underwriters. Each Underwriter of the Underwriters acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. applicable state securities laws laws, and the Offered Shares 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. applicable state securities laws. Accordingly, each Underwriter, severally of the Underwriters and not jointly, its U.S. Affiliate represents, warrants and covenants to the Corporation that:

Appears in 1 contract

Samples: Underwriting Agreement (DHX Media Ltd.)

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