Covenants and Agreements of the Underwriters Sample Clauses
Covenants and Agreements of the Underwriters. (a) Each Underwriter represents and warrants to and agrees with the Issuer Trustee and the CBA Parties that as of the date of this Agreement and as of the Closing Date, such Underwriter has complied with all of its obligations under this Agreement, including, without limitation, this Section 5(V), and, with respect to all Computational Materials and ABS Term Sheets provided by such Underwriter to the Manager pursuant to this Section 5(V), if any, such Computational Materials and ABS Term Sheets are accurate in all material respects (taking into account the assumptions explicitly set forth in the Computational Materials or ABS Term Sheets), except to the extent of any errors that are caused by errors in the Pool Information, and include all assumptions material to their preparation. The Computational Materials and ABS Term Sheets, if any, provided by such Underwriter to the Manager constitute a complete set of all Computational Materials and ABS Term Sheets delivered by such Underwriter to prospective investors that are required to be filed with the Commission.
(b) Each Underwriter may prepare and provide to prospective investors Computational Materials and ABS Term Sheets in connection with its offering of the Offshore Notes, subject to the following conditions to be satisfied by such Underwriter:
(i) in connection with the use of Computational Materials, such Underwriter shall comply with all applicable requirements of the No-Action Letter of May 20, 1994 issued by the Commission to ▇▇▇▇▇▇, Peabody Acceptance Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the "▇▇▇▇▇▇/PSA LETTER"), as well as the PSA Letter referred to below. In connection with the use of ABS Term Sheets, such Underwriter shall comply with all applicable requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the "PSA LETTER" and, together with the ▇▇▇▇▇▇/PSA Letter, the "NO-ACTION LETTERS");
Covenants and Agreements of the Underwriters. (a) Each Underwriter represents and warrants to and agrees with the Issuer Trustee and the CBA Parties that as of the date of this Agreement and as of the Closing Date, such Underwriter has complied with all of its obligations under this Agreement, including, without limitation, this Section 5(V), and, with respect to all Underwriter Prepared Issuer FWP and Underwriter Free Writing Prospectuses, if any, such Underwriter Prepared Issuer FWP and Underwriter Free Writing Prospectuses are accurate in all material respects (taking into account the assumptions explicitly set forth in such Underwriter Prepared Issuer FWP and Underwriter Free Writing Prospectuses), except that such Underwriter makes no representation to the extent that any misstatements or omissions were the result of any inaccurate Issuer Information (including but not limited to Pool Information) supplied by the Issuer Trustee or the CBA Parties to such Underwriter.
Covenants and Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:
(i) It will not use any “free writing prospectus”, as defined in Rule 405 other than (A) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included in the Prospectus or a previously filed Issuer Free Writing Prospectus, (B) any Issuer Free Writing Prospectus listed on Schedule C-2 (including any road show that is a written communication approved in advance by the Company), or (C) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing; and
(ii) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission.
Covenants and Agreements of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Covenants and Agreements of the Underwriters