Representations and Warranties of the Offerors Clause Samples

Representations and Warranties of the Offerors. The Offerors, jointly and severally, represent and warrant to, and agree with, the several Underwriters, and shall be deemed to represent and warrant to the several Underwriters on each Closing Date (as hereinafter defined), that: (a) The Company and each of the subsidiaries of the Company (both directly and indirectly owned) that are listed in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1996, and its Quarterly Report on Form 10Q for the nine months ended September 30, 1997 ("Recent SEC Reports") incorporated by reference into the Registration Statement (as hereinafter defined) (individually, a "Subsidiary" and collectively, the "Subsidiaries") has been duly incorporated and is validly existing as a corporation and in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and described in the Prospectus (as hereinafter defined) and the Registration Statement; each of the Company and the Subsidiaries is duly registered and qualified to do business as a foreign corporation under the laws of, and is in good standing as such in, each jurisdiction in which such registration or qualification is required, except where the failure to so register or qualify would not have a material adverse effect on the condition (financial or other), business, property, net worth, results of operations or prospects of the Company and the Subsidiaries, taken as a whole ("Material Adverse Effect"); and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification. Complete and correct copies of the Articles of Incorporation and Bylaws, as amended or restated ("Articles of Incorporation" and "Bylaws," respectively), of the Company and each of the Subsidiaries as in effect on the date hereof have been delivered to the Underwriters and no changes thereto will be made on or subsequent to the date hereof and prior to each Closing Date. Each of the Company and Sun Community Bancorp Limited, a second tier 3 Robe▇▇ ▇. ▇▇▇▇▇ & ▇o. Incorporated December ______, 1997 Page 3 bank holding company incorporated under the laws of Arizona, is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended ("Bank Holding Company Act"). The deposit accounts of each Subsidiary that is a...

Representations and Warranties of the Offerors. The Offerors jointly and severally represent and warrant to the Placement Agent and the Purchaser as of the date hereof and as of the Closing Date as follows:

Representations and Warranties of the Offerors. The Offerors represent and warrant to the several Underwriters that: (a) The Offerors have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3, including a prospectus, on November , 1995 (Registration Nos. 33-__________ and 33________) for the registration of $___,000,000 aggregate liquidation preference amount of the Trust's Preferred Securities ("Preferred Securities"), a like principal amount of Debentures and the Guarantee under the Securities Act of 1933, as amended (the "Securities Act"). Such registration statement ("registration statement Nos. 33-________ and 33_______") was declared effective by the Commission on . References herein to the term "Registration Statement" as of any date shall be deemed to refer to registration statement Nos. 33-________ and 33-___________, as amended or supplemented to such date, including all documents incorporated by reference therein as of such date pursuant to Item 12 of Form S-3 ("Incorporated Documents"). References herein to the term "Prospectus" as of any given date shall be deemed to refer to the prospectus forming a part of registration statement Nos. 33-________ and 33- ___________, as amended or supplemented as of such date, including all Incorporated Documents as of such date. References herein to the term "Effective Date" shall be deemed to refer to the later of the time and date registration statement Nos. 33-________ and 33-___________ was declared effective or the time and date of the filing thereafter of the Company's most recent Annual Report on Form 10-K if such filing is made prior to the Closing Date, as hereinafter defined. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus after the date of this Agreement and prior to the Closing Date, as hereinafter defined, without prior notice to the Underwriters, or to which Counsel for the Underwriters shall reasonably object in writing. For the purposes of this Agreement, any Incorporated Document filed with the Commission on a date prior to the Closing Date, as hereinafter defined, shall be deemed an amendment or supplement to the Registration Statement and the Prospectus. (b) On the Effective Date, the Registration Statement and the Prospectus fully complied and at the Closing Date, as hereinafter defined, the Registration Statement, the Prospectus, the Trust Agreement, the Indenture and the Guarantee will fully comply in all material respects with ...

Representations and Warranties of the Offerors. Except as set ---------------------------------------------- forth on the Disclosure Schedule (as defined in Section 11.1) attached hereto, if any, the Offerors jointly and severally represent and warrant to the Placement Agents and the Purchasers as of the date hereof and as of the Closing Date as follows:

Representations and Warranties of the Offerors. The Offerors ---------------------------------------------- represent, warrant and agree that: (a) The Company and each of its principal subsidiaries (i.e., --- Entech, Inc., Western Energy Company, Northwestern Resources Company, North American Resources Company and Continental Energy Services, Inc.) (the "Subsidiaries") have been duly incorporated and are validly existing as corporations in good standing under the laws of the respective jurisdictions of their incorporation with full corporate power and authority to own and operate their properties and to conduct the businesses in which they are now engaged, as described in the Prospectus referred to below; the Company and its Subsidiaries are duly qualified to do business as foreign corporations and are in good standing in all other jurisdictions in the United States and in Canada in which such qualification is required; and all of the outstanding shares of capital stock of each Subsidiary are owned beneficially by the Company, subject to no mortgage, pledge, lien, charge or other encumbrance. (b) The Trust has been duly created and is validly existing as a statutory business trust in good standing under the Delaware Business Trust Act with the power and authority (trust and other) to own its property and conduct its business as described in the Registration Statement and Prospectus, to issue and sell the common securities (the "Common Securities") and Preferred Securities (collectively, the "Trust Securities"), and to enter into and perform its obligations under this Agreement and the Trust Securities and to consummate the transactions herein contemplated; the Trust has no subsidiaries and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership of its property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Trust; the Trust has conducted and will conduct no business other than the transactions contemplated by this Agreement and described in the Prospectus; the Trust is not a party to or bound by any agreement or instrument other than this Agreement, the Trust Agreement and the agreements and instruments contemplated by the Trust Agreement and described in the Prospectus; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by this Agreement and the Trust Agreement...

Representations and Warranties of the Offerors. Each of the Offerors hereby jointly and severally represents and warrants to the Company that:

Representations and Warranties of the Offerors. (a) The Trust and the Company, jointly and severally, represent and warrant to each Purchaser of Capital Securities as of the date hereof and as of the Closing Date, and agree with each Purchaser, as follows:

Representations and Warranties of the Offerors. The Offerors ---------------------------------------------- represent and warrant to the several Underwriters that: (a) The Company, TXU Capital III and TXU Capital IV have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 on , 2000 (Registration Nos. 333- , 333- -01 and 333- -02) for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of $275,000,000 aggregate amount of (i) the Company's Preference Stock, $25 par value, (ii) the Company's unsecured debt securities ("Debt Securities") and (iii) the preferred trust securities (the "Trust Securities") of the TXU Capital III and TXU Capital IV, an equal principal amount of the Company's junior subordinated debentures and guarantees and other obligations of the Company in respect of Trust Securities. Such registration statement ("Registration Statement No. 333- ") was declared effective by the Commission on , 2000. In addition, the Company, TXU Capital II, TXU Capital III and TXU Capital IV have filed with the Commission a registration statement on Form S-3 on May 25, 1999 (Registration Nos. 333-79221, ▇▇▇-▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇-▇▇ and 333-79221-03) for the registration of $510,000,000 aggregate amount of (i) the Company's Preference Stock, $25 par value, (ii) the Company's Debt Securities and (iii) Trust Securities of TXU Capital II, TXU Capital III and TXU Capital IV, an equal principal amount of the Company's junior subordinated debentures and guarantees and other obligations of the Company in respect of such Trust Securities, of which all but $60,000,000 aggregate amount of such securities have been previously issued. Such registration statement ("Registration Statement No. 333-79221") was declared effective by the Commission on June 9, 1999. In addition, the Company and TXU Capital I have filed with the Commission a registration statement on Form S-3 on December 10, 1998 (Registration Nos. 333-68663 and 333-68663-01) for the registration of $400,000,000 aggregate amount of (i) the Company's Debt Securities and (ii) certain Trust Securities of TXU Capital I and related securities of the Company, of which

Representations and Warranties of the Offerors. The Company and the Trust, jointly and severally, represent and warrant to, and agree with, each Underwriter, and shall be deemed to represent and warrant to each Underwriter on each Closing Date (as hereinafter defined), that: (a) The Offerors have prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933 as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No. 333-47273) under the Securities Act (the "Registration Statement"), including a prospectus subject to completion relating to the Securities. The term "Registration Statement" as used in this Agreement means the registration statement (including all financial schedules and exhibits), as amended at the time it becomes effective, or, if the Registration Statement became effective prior to the execution of this Agreement, as supplemented or amended prior to the execution of this Agreement. If it is contemplated, at the time this Agreement is executed, that a post-effective amendment to the Registration Statement will be filed and must be declared effective before the offering of the Preferred Securities may commence, the term "Registration Statement" as used in this Agreement means the Registration Statement as amended by said post-effective amendment. If an additional registration statement is prepared and filed with the Commission in accordance with Rule 462(b) under the Securities Act (an "Additional Registration Statement"), the term "Registration Statement" as used in this Agreement includes the Additional Registration Statement. The term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement as supplemented by the addition of Rule 430A information contained in the prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act. The term "Preliminary Prospectus" as used in this Agreement means the prospectus subject to completion relating to the Preferred Securities in the form included in the registration statement at the time of the initial filing of the registration statement with the Commission, and as such prospectus shall have been amended from time to time prior to the date of the Prospectus. Any reference in this Agreement to the registration statement, the Registration Statement, any Preliminary Prospectus or the Prospectus shal...