OBLIGATIONS OF THE UNDERWRITER Sample Clauses

OBLIGATIONS OF THE UNDERWRITER. The Underwriter agrees to indemnify and hold harmless the District, its respective officers, agents and employees, any persons who sign the Official Statement, the Tax Certificate and the Certificates of the District set forth in Section 7(c)(vii) hereof and each person, if any, who controls the District within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (except for the District, collectively referred to as the “Indemnified Parties”) against any and all losses, claims, damages, liabilities and expenses (including those related to a government investigation): (i) arising out of or resulting from any statement or information provided by the Underwriter for inclusion in the Preliminary Official Statement or in the Official Statement under the caption [“UNDERWRITING”] that is untrue or incorrect in any material respect or the omission therefrom of any statement or information that is necessary to make the statements related to such information not misleading in any material respect, and (ii) to the extent of the aggregate amount paid in settlement of any litigation commenced or threatened arising from a claim based on any such untrue or incorrect statement or omission, if such settlement is effected with the prior written consent of the Underwriter, which consent shall not be unreasonably withheld. The District shall not be liable for any settlement of any proceeding in which the District and/or the Indemnified Parties are parties thereto that is effected without its prior written consent. The Underwriter and any controlling persons agree that they shall not, without the prior written consent of the District and the Indemnified Parties, effect any settlement of any pending or threatened proceeding in which the District and/or the Indemnified Parties and/or the Underwriter and the officers, directors, agents and employees of the Underwriter, or controlling persons of the Underwriter, are or could have been a party to any such proceeding, and indemnity could have been sought hereunder by the District and/or the Indemnified Parties, unless such settlement includes an unconditional release of the District and the Indemnified Parties, from all liability on claims that are the subject matter of any such proceeding. In case any claim shall be made or action brought against the District and/or any of the Indemnified Parties base...
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OBLIGATIONS OF THE UNDERWRITER. 2.1 In compliance with the applicable regulations, the Underwriter hereby agrees to:
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OBLIGATIONS OF THE UNDERWRITER. The Underwriter shall perform all of its obligations in a manner which is consistent with the Company gaining official quotation for the Underwritten Shares. The Underwriter shall deliver or cause to be delivered all documents required by the ASX from the Underwriter or any broker participating in the Pro-Rata Offer forthwith upon that requirement being notified to them.
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OBLIGATIONS OF THE UNDERWRITER. 6.1. Any transaction carried out by the Underwriter pursuant to Clause 5 (other than the obligation to subscribe or procure subscription for any Untaken Shares pursuant to Clause 5 and the obligations contained in Clause 6.2) shall constitute a transaction carried out at the request of the Company and as its agent and not in respect of the Underwriter’s own account. The Underwriter (in relation to Clause 5) shall not be responsible for any loss or damage to any persons arising from any such transaction, except where such loss or damage arises from the breach by the Underwriter of their obligations under this Agreement or the gross negligence, fraud, or wilful default or omission of the Underwriter or any agent appointed by them for such purpose.
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OBLIGATIONS OF THE UNDERWRITER. 6.1 Any transaction carried out by the Underwriter pursuant to Clause 5 (other than the obligations contained in Clause 6.2) shall constitute a transaction carried out at the request of the Company and as its agent and not in respect of the Underwriter’s own account. The Underwriter (in relation to Clause 5) shall not be responsible for any loss or damage to any persons arising from any such transaction, except where such loss or damage arises from the breach by the Underwriter of its obligations under this Agreement or the gross negligence or willful default or omission of the Underwriter or any agent appointed by it for such purpose.
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OBLIGATIONS OF THE UNDERWRITER. 6.1 Any transaction carried out by the Underwriter pursuant to Clause 5 (other than the obligation to subscribe or procure subscription for any Untaken Shares pursuant to Clauses 5.4 and 6.3 but subject to the Maximum Undertakings as well as other obligations contained in this Clause 6) shall constitute a transaction carried out at the request of the Company and as its agent and not in respect of the own account of the Underwriter (or of the Underwriter concerned, whichever shall be appropriate). The Underwriter (in relation to Clause 5) shall not be responsible for any loss or damage to any persons arising from any such transaction, except where such loss or damage arises from the breach by the Underwriter (or the Underwriter concerned, whichever shall be appropriate) of its obligations under this Agreement or the gross negligence or willful default or omission of the Underwriter (or the Underwriter concerned, whichever shall be appropriate) or any agent appointed by the Underwriter (or the Underwriter concerned, whichever shall be appropriate) for such purpose.
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OBLIGATIONS OF THE UNDERWRITER. 8.1 The Underwriter, as agent for the Company, shall use all reasonable endeavours to procure:
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OBLIGATIONS OF THE UNDERWRITER. 6.1 Any transaction carried out by the Underwriter pursuant to Clause 5 (other than the obligation to subscribe or procure subscription for any Untaken Shares pursuant to Clauses 5.4 and 6.3 but subject to the Maximum Undertakings as well as other obligations contained in this Clause 6) shall constitute a transaction carried out at the request of the Company and as its agent and not in respect of the own account of the Underwriter. The Underwriter (in relation to Clause 5) shall not be responsible for any loss or damage to any persons arising from any such transaction, except where such loss or damage arises from the breach by the Underwriter of its obligations under this Agreement or the gross negligence or willful default or omission of the Underwriter or any agent appointed by the Underwriter for such purpose.
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OBLIGATIONS OF THE UNDERWRITER 
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Related to OBLIGATIONS OF THE UNDERWRITER

  • Conditions of the Obligations of the Underwriter The obligations of the Underwriter hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

  • Conditions of the Obligations of the Underwriters The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • Termination of the Obligations of the Underwriters The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Representatives by written notice delivered to the Issuer and the Company if at any time on or before the Closing Date (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange, (b) a general moratorium on commercial banking activities in New York or Virginia shall have been declared by any of Federal, New York state or Virginia state authorities, (c) there shall have occurred any material outbreak or escalation of hostilities or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the Representatives’ reasonable judgment, impracticable to market the Notes on the terms and in the manner contemplated in the Prospectus or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Assets taken as a whole or (ii) the business or properties of the Issuer, the Company or the Seller occurs, which, in the Representatives’ reasonable judgment, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Agreement shall (except for the liability of the Issuer, the Company and the Seller under Section 9 and Section 10 of this Agreement and the liability of each Underwriter under Section 17 of this Agreement) be released and discharged from their respective obligations under this Agreement.

  • Conditions to the Obligations of the Underwriter The several obligations of each Underwriter named in any Terms Agreement to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of the Depositor as of the date hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements made in any officers’ certificates (each an “Officer’s Certificate”) pursuant to the provisions hereof, to the performance by the Depositor of its obligations hereunder and to the following additional conditions precedent:

  • CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS The several obligations of the Underwriters to purchase the Firm Shares on the Closing Date and the Option Shares, if any, on the Option Closing Date are subject to the accuracy, as of the Closing Date or the Option Closing Date, as the case may be, of the representations and warranties of the Company contained herein, and to the performance by the Company of its covenants and obligations hereunder and to the following additional conditions:

  • Conditions to the Obligations of the Underwriters The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

  • Conditions of the Underwriters’ Obligations The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof, at the time of purchase and, if applicable, at the additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • Conditions of the Obligations of the Initial Purchasers The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

  • Obligations of the Holder a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify Holder in writing of the information the Company requires from Holder. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Holder that Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement.

  • Obligations of the Adviser (a) The Adviser shall provide (or cause the Fund’s Custodian (as defined in Section 5 hereof, the Fund’s accountant and the Fund’s distributor) to provide) timely information to the Sub-Adviser regarding such matters as the composition of the Sub-Advised Assets, cash requirements and cash available for investment in the Sub-Advised Assets, and all other information as may be reasonably necessary for the Sub-Adviser to perform its responsibilities hereunder.

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