Underwriter's Representations and Warranties. (a) The Underwriter represents and warrants to and agrees with the Company that: (i) the Underwriter is a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (ii) it is duly authorized to execute this Agreement and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, be in conflict with or constitute a default under, any agreement or instrument to which the Underwriter is a party or by which it is bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it; (iii) the Underwriter is registered as a broker/dealer with the Commission and is registered as a broker/dealer in all states in which it conducts business and is a member in good standing of the National Association of Securities Dealers, Inc.; and (iv) there is not now pending or threatened against the Underwriter any action or proceeding of which it has been advised, in any court of competent jurisdiction or before the Commission or any state securities commission concerning its activities as a broker/dealer, which would materially impair the Underwriter's ability to act as such pursuant to this Agreement.
Underwriter's Representations and Warranties. The Underwriter represents and warrants to and agrees with the Company that:
Underwriter's Representations and Warranties. (a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission or is not required to be retained by the Company pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Schedule 3 or prepared pursuant to Section 3(c) or Section 4(d) above (including any electronic road show), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).
Underwriter's Representations and Warranties. The Underwriter Represents and Warrants to the Company that:
Underwriter's Representations and Warranties. The Underwriter represents and warrants to and covenants and agrees with the Company that:
Underwriter's Representations and Warranties. Creative represents and warrants to and agrees with the Company that:
Underwriter's Representations and Warranties. The Underwriter represents and warrants to the Authority that the material on the page (i) of the Official Statement relating to stabilization and the material in the Official Statement under the caption “Underwriting” is, as of the date hereof and as of the Closing Date, true and correct in all material respects and does not omit any information which is necessary to make the statements contained therein not misleading in any material respect, but only if such material, in its entirety has been supplied by the Underwriter for inclusion in the Official Statement.
Underwriter's Representations and Warranties. Each Underwriter hereby represents and warrants to Onyx, which representations and warranties shall survive the issuance of any Shares, that:
Underwriter's Representations and Warranties. Windxxx xxxresents and warrants to and agrees with the Company that:
