Common use of Underwriting Agreement Standard Provisions Clause in Contracts

Underwriting Agreement Standard Provisions. (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date; (b) Pillsbury Winthrop LLP, counsel for the Company and ChevronTexaco, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit A; (c) The Underwriters or the Representatives, as the case may be, shall have received from counsel for the Underwriters such opinion or opinions, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (d) ChevronTexaco shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of ChevronTexaco, signed by one or more officers of ChevronTexaco, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus and this Agreement and that: (1) The representations and warranties of ChevronTexaco in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and ChevronTexaco has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date; and (3) Since the date of the most recent financial statements included in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of ChevronTexaco and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of ChevronTexaco Corporation and its consolidated subsidiaries, except as set forth in or contemplated by the Prospectus or as described in the certificate. (e) The Company shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of the Company, signed by one or more officers of the Company, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus and this Agreement and that: (1) The representations of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and (2) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date.

Underwriting Agreement Standard Provisions. Underwriters on grounds of policy or otherwise, ChevronTexaco and the Underwriters shall contribute to the aggregate losses, claims, damages and liabilities (aincluding legal or other expenses reasonably incurred in connection with investigating or defending same) No stop order suspending to which ChevronTexaco or one or more of the effectiveness Underwriters may be subject in such proportion so that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the public offering price appearing thereon and ChevronTexaco is responsible for the balance; provided that (y) in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Designated Securities) be responsible for any amount in excess of the underwriting discount applicable to the Designated Securities purchased by such Underwriter hereunder and (z) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act shall have the same rights to contribution as such Underwriter, and each person who controls ChevronTexaco within the meaning of either the Act or the Exchange Act, each officer of ChevronTexaco who shall have signed the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending or threatened as each director of the Closing Date; (b) Pillsbury Winthrop LLP, counsel for the Company and ChevronTexaco, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit A; (c) The Underwriters or the Representatives, as the case may be, shall have received from counsel for the Underwriters such opinion or opinions, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (d) ChevronTexaco shall have furnished the same rights to the Underwriters or the Representatives, contribution as the case may be, a certificate, dated the Closing Date, of ChevronTexaco, signed by one or more officers of ChevronTexaco, subject in each case to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus and this Agreement and that: clause (1) The representations and warranties of ChevronTexaco in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and ChevronTexaco has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date; and (3) Since the date of the most recent financial statements included in the Prospectus, there has been no material adverse change in the condition (financial or otherwisey) of ChevronTexaco and its consolidated subsidiariesthis paragraph (d). Any party entitled to contribution will, taken as promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a wholeclaim for contribution may be made against another party or parties under this paragraph (d), nor notify such party or parties from whom contribution may be sought, but the omission to so notify in writing such party or parties shall not relieve the party or parties from whom contribution may be sought from any material increase in the debt of ChevronTexaco Corporation and its consolidated subsidiaries, except as set forth in other obligation it or contemplated by the Prospectus they may have hereunder or as described in the certificateotherwise than under this paragraph (d). (e) The Company shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of the Company, signed by one or more officers of the Company, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus and this Agreement and that: (1) The representations of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and (2) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date.

Underwriting Agreement Standard Provisions. (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending or threatened as of the Closing Date; (b) Pillsbury Winthrop LLP, counsel for the Company and ChevronTexaco, shall have furnished to the Underwriters or the Representatives, as the case may be, their opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit A; (c) The Underwriters or the Representatives, as the case may be, shall have received from counsel for the Underwriters such opinion or opinions, dated the Closing Date, with respect to such matters as such Underwriters or Representatives may reasonably require; (d) ChevronTexaco shall have furnished to the Underwriters or the Representatives, as the case may be, a certificate, dated the Closing Date, of ChevronTexaco, signed by one or more officers of ChevronTexaco, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus and this Agreement and that: (1) The representations and warranties of ChevronTexaco in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and ChevronTexaco has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (2) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such date; and (3) Since the date of the most recent financial statements included in the Prospectus, there has been no material adverse change in the condition (financial or otherwise) of ChevronTexaco and its consolidated subsidiaries, taken as a whole, nor any material increase in the debt of ChevronTexaco Corporation and its consolidated subsidiaries, except as set forth in or contemplated by the Prospectus or as described in the certificate. (e) The Company Underwriters or the Representatives, as the case may be, shall have received from PricewaterhouseCoopers LLP a letter, dated the Closing Date, which letter shall be in form as may be agreed upon among such Underwriters or Representatives, ChevronTexaco and PricewaterhouseCoopers LLP, and shall cover such matters as may be reasonably requested by such Underwriters or Representatives. (f) Prior to the Closing Date, ChevronTexaco shall have furnished to the Underwriters or the Representatives, as the case may be, such further information, certificates and documents as they may reasonably request. (g) Subsequent to the date hereof, there shall not have occurred any change, or any development involving a certificateprospective change, dated in or affecting the Closing Datebusiness or properties of ChevronTexaco and its subsidiaries considered as a whole which the Underwriters or the Representatives, as the case may be, conclude, in their judgment, after consultation with ChevronTexaco, materially impairs the investment quality of the Company, signed by one Designated Securities so as to make it impractical or more officers inadvisable to proceed with the public offering or the delivery of the Company, to Designated Securities as contemplated by the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus and this Agreement and that: (1) The representations of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and (2) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted and are pending or, to his or her knowledge, threatened as of such dateProspectus.