Compliance with Securities Laws and Due Diligence Sample Clauses

Compliance with Securities Laws and Due Diligence. The Company shall, prior to the filing of the Prospectus Supplement and thereafter and prior to the Closing, allow the Agents, acting reasonably, to participate fully in the preparation of the Prospectus Supplement (excluding the documents incorporated therein by reference, other than any material change report pertaining to the transactions contemplated by this Agreement) and such other documents as may be required under applicable Securities Laws to qualify the distribution of the Offered Securities in the Qualifying Jurisdictions. The Company shall at all times allow the Agents and their representatives to conduct all due diligence investigations and examinations that the Agents may reasonably require in order to fulfill their obligations as agents, in order to avail themselves of a defence to any claim for misrepresentation in the Offering Documents and in order to enable the Agents to responsibly execute any certificate in the Offering Documents required to be executed by the Agents. It shall be a condition precedent to the Agents’ execution of any certificate in any Offering Document that the Agents be satisfied, acting reasonably, as to the form and content of the document. The Agents shall not unreasonably withhold or delay the execution of any such Offering Document required to be executed by the Agents and filed in compliance with the Securities Laws for the purpose of the Offering.
Sample 1
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Related to Compliance with Securities Laws and Due Diligence

  • GRIEVANCE PROCEDURE 7.01 For purposes of this Agreement, a grievance is defined as a difference arising between the parties relating to the interpretation, application, administration or alleged violation of the Agreement including any question as to whether a matter is arbitrable.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • NOW, THEREFORE the parties hereto agree as follows:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

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