Representation of the Underwriters. The Representatives represent and warrant to the Company that they are authorized to act as the representatives of the Underwriters in connection with this financing and that the Representatives' execution and delivery of this Agreement and any action under this Agreement taken by such Representatives will be binding upon all Underwriters.
Representation of the Underwriters. The Representative will act for the several Underwriters in connection with the transactions described in this Agreement, and any action taken by the Representative under this Agreement will be binding upon all the Underwriters.
Representation of the Underwriters. Each of the Underwriters ---------------------------------- represents and warrants to, and agrees with, the Bank that (w) it has only issued or passed on and shall only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Certificates to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements) (Exemptions) Order 1996 (as amended) or who is a person to whom the document may otherwise lawfully be issued or passed on, (x) it has complied and shall comply with all applicable provisions of the Financial Services Xxx 0000 and other applicable laws and regulations with respect to anything done by it in relation to the Certificates in, from or otherwise involving the United Kingdom and (y) if that Underwriter is an authorized person under the Financial Services Xxx 0000, it has only promoted and shall only promote (as that term is defined in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any person in the United Kingdom the scheme described in the Prospectus if that person is of a kind described either in Section 76(2) of the Financial Services Xxx 0000 or in Regulation 1.04 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991.
Representation of the Underwriters. Each of the Underwriters severally represents and warrants to the Company that the information furnished to the Company in writing by such Underwriter or by you expressly for use in the preparation of the Registration Statement or the Final Prospectus does not, and any amendments thereof or supplements thereto thus furnished will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
Representation of the Underwriters. Each Underwriter hereby represents and warrants that the Term Sheet constitutes the only "Series Term Sheet" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996) and the only "Computational Materials," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheet" (as such terms are defined in the no-action letters addressed to Xxxxxx, Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 and to the Public Securities Association dated February 17, 1995) disseminated by it in connection with offering of the Notes contemplated hereunder.
Representation of the Underwriters. Each Underwriter, severally, represents that it will not, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(11) of the Act) with respect to the Notes, transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that is sponsored by such Underwriter or an Affiliate of such Underwriter and that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes without the prior written consent of the Bank.
Representation of the Underwriters. Each Underwriter has represented and agreed that:
Representation of the Underwriters. The Representatives represent and warrant to the Company that they are authorized to act as the representatives of the Underwriters in the subject matter of this Agreement, and the Representatives' execution and delivery of this Agreement and any action under this Agreement taken by such Representatives will be binding upon all Underwriters.
Representation of the Underwriters. The Representatives will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representatives jointly or by CSFBC will be binding upon all the Underwriters.
Representation of the Underwriters. The Representative represents and warrants to the Company that it is authorized to act as the representative of the Underwriters in connection with this financing and that the execution and delivery of this Agreement and any action under this Agreement taken by such Representative will be binding upon all Underwriters. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, NIAGARA MOHAWK POWER CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx ----------------------- Title: Senior Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. For themselves and as Representative of the several Underwriters, if any, named in Schedule I hereto. By: Xxxxxxx Xxxxx Xxxxxx Inc., as Representative By: /s/ Xxxxxx X. Xxxxxx --------------------- Title: Managing Director SCHEDULE II Underwriting Agreement dated: September 25, 2001 Registration Statement No.333-33826 Representative and Address: Xxxxxxx Xxxxx Xxxxxx Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Securities: Designation: 5.375 % Senior Notes due 2004 Principal Amount: $300,000,000 Supplemental Indenture: Dated as of September 28, 2001 Date of Maturity: October 1, 2004 Interest Rate: 5.375 % Purchase Price: $298,809,000 Public Offering Price: $299,859,000 Redemption Provisions: Redeemable by the Company at any time, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon through the redemption date plus the excess of (i)the discounted future cash flow on such Security (discounted at a rate equal to that Security by comparable U.S. Treasury obligation plus 0.25%), over (ii) the principal amount of such Security. Closing Date and Location: September 28, 2001; Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 SCHEDULE I Principal Amount Name of Underwriter of Securities ---------------------------------------------------------- ------------------ Xxxxxxx Xxxxx Barney Inc. $180,000,000 Banc One Capital Markets, Inc. 60,000,000 Credit Suisse First Boston Corporation 60,000,000
