Covenants and Representations of the Agents Sample Clauses

Covenants and Representations of the Agents. (a) The Agents have complied and will comply, and shall require any other Selling Firm with which the Agents have a contractual relationship in respect of the Distribution of the Units (including, for the avoidance of doubt, the U.S. Selling Group Members) to comply, with Applicable Securities Laws in connection with the Distribution of the Units, including the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule B to this Agreement, shall ensure that each Selling Firm and each U.S. Selling Group Member agrees to comply with the covenants and obligations given by the Agents herein, to the extent applicable, and shall offer the Units for sale to the investors in the Selling Jurisdictions directly and through Selling Firms and U.S. Selling Group Members upon the terms and conditions set out in the Prospectus and this Agreement. The Agents agree to obtain such an agreement of each Selling Firm and U.S. Selling Group Member. The Agents have offered and will offer, and shall require any Selling Firm and any U.S. Selling Group Member to offer for sale to the public and sell the Units only in those jurisdictions where they may be lawfully offered for sale or sold.
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Covenants and Representations of the Agents. (a) The Agents have complied and will comply, and shall require any other Selling Firm with which the Agents have a contractual relationship in respect of the Distribution of the Qualified Securities to comply, with Applicable Securities Laws in connection with the Distribution of the Qualified Securities, shall ensure that each Selling Firm agrees to comply with the covenants and obligations given by the Agents herein, to the extent applicable, and shall offer the Qualified Securities for sale to the public in the Selling Jurisdictions directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Agents agree to obtain such an agreement of each Selling Firm. The Agents have offered and will offer, and shall require any Selling Firm to offer, for sale to the public and sell the Qualified Securities only in those jurisdictions where they may be lawfully offered for sale or sold.
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Covenants and Representations of the Agents. 3.1 Each of the Agents severally covenants with the Company that it will:
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Covenants and Representations of the Agents. (a) Each Agent has complied and will comply, and shall require any other Selling Firm with which the Agent has a contractual relationship in respect of the Distribution of the Offered Units and/or Additional Warrants (including, for the avoidance of doubt, the U.S. Selling Group Member) to comply, with Applicable Securities Laws in connection with the Distribution of the Offered Units and/or Additional Warrants including the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule “B” to this Agreement, shall ensure that each Selling Firm agrees to comply with the covenants and obligations given by the Agents herein, to the extent applicable, and shall offer the Offered Units and/or Additional Warrants for sale to the public in the Selling Jurisdictions directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Agents agree to obtain such an agreement of each Selling Firm. Each Agent has offered and will offer, and shall require any Selling Firm to offer, for sale to the public and sell the Offered Units and/or Additional Warrants only in those jurisdictions where they may be lawfully offered for sale or sold.
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Covenants and Representations of the Agents. 3.1 Each of the Agents covenants with the Company that it will (and will use its commercially reasonable efforts to cause the members of the Selling Group, if any, to):
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Covenants and Representations of the Agents. 3.1 Each Agent severally covenants with the Company that it will (and will use its commercially reasonable efforts to cause the members of the Sub-Agency Group to):
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Covenants and Representations of the Agents. The Agents (for and on behalf of the Agents and the other members of the Selling Group) hereby confirm to the Corporation that the covenants of the Agents set forth in Article 4 of the Agency Agreement shall continue to apply in connection with the Supplemental Offering.
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Covenants and Representations of the Agents. 6.1 SGMP and Xxxx each (for and on behalf of itself and the other members of the Selling Group) represents and warrants to, and covenants with, the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in acting hereunder that SGMP and Xxxx and each other member of the Selling Group, as applicable: has complied and will comply, and shall require any other member of the Selling Group to comply, with Securities Laws in connection with the distribution of the Offered Securities and the Additional Securities, shall ensure that each member of the Selling Group agrees to comply with the covenants and obligations given by the Agents herein, to the extent applicable, and shall offer the Offered Securities and the Additional Securities in the Selling Jurisdictions directly and through the Selling Group only upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Agents agree to obtain such an agreement of each member of the Selling Group. The Agents have offered and will offer, and shall require any member of the Selling Group to offer, and sell the Offered Securities and the Additional Securities only in the Selling Jurisdictions where they may be lawfully offered for sale or sold; by its execution of this Agreement, certify that they are not a person or company in respect of which the Corporation is a "connected issuer" or a "related issuer" within the respective meanings of those terms in National Instrument 33-105 ±Underwriting Conflicts; shall use all commercially reasonable best efforts to complete and to cause the members of the Selling Group to complete the distribution of the Offered Securities and the Additional Securities as soon as practicable and the Agents shall advise the Corporation in writing when, in the opinion of the Agents, they have completed the distribution of the Offered Securities and the Additional Securities and provide a breakdown of the number of Offered Securities and the Additional Securities distributed and proceeds received in each of the Selling Jurisdictions where such breakdown is required for the purpose of calculating fees payable to, or making filings with, the Securities Commissions (which breakdown shall be provided not later than three Business Days prior to the applicable fee payment deadline); shall, provided it is otherwise satisfied, acting reasonably, execute and deliver to the Corporation, the certificate required to be execut...
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Covenants and Representations of the Agents 
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Related to Covenants and Representations of the Agents

  • Covenants and Representations As long as any Debentures remain outstanding, the Corporation hereby covenants and agrees with the Trustee for the benefit of the Trustee and the Holders of the then Outstanding Debentures, as follows (unless and for so long as the Corporation and/or one or more of its Subsidiaries are the only Holders (or Beneficial Holders) of the Outstanding Debentures, in which case the following provisions of this Article 5 shall not apply):

  • Representations and Covenants of the Agent The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares.

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • DUTIES AND REPRESENTATIONS OF THE TRUST (a) The Trust shall furnish to NLD copies of all financial statements and other documents to be delivered to shareholders or investors at least two (2) Fund Business Days prior to such delivery and shall furnish NLD copies of all other financial statements, documents and other papers or information which NLD may reasonably request for use in connection with the distribution of Shares. The Trust shall make available to NLD the number of copies of the Funds’ Prospectuses as NLD shall reasonably request.

  • Representations and Warranties of the Loan Parties Each Loan Party represents and warrants as follows:

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that:

  • Representations and Warranties of the Parties Each of the Parties hereby represents and warrants to each of the other Parties as follows:

  • Representations and Warranties of the Agent The Agent represents and warrants to the Company that:

  • Warranties and Representations The Contractor warrants and represents that:

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof:

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