Representations and Warranties of the Republic. The Republic represents and warrants to the Underwriters as follows:
Representations and Warranties of the Republic. The Republic, as of the date of each Terms Agreement referred to in Section 3, represents and warrants to, and agrees with, each Underwriter that:
Representations and Warranties of the Republic. The Republic represents and warrants on the date hereof and as of the Closing Date, unless otherwise stated, to each of the Underwriters as follows:
Representations and Warranties of the Republic. The Republic, as of the date of each Terms Agreement referred to in Section 3, represents and warrants to, and agrees with, each Underwriter that: The Republic meets the requirements for use of Schedule B under the Securities Act of 1933, as amended (the “Act”), and has filed with the Commission registration statement(s) on Schedule B relating to the Registered Securities; such registration statements and any post-effective amendment thereto, each in the form heretofore delivered to you or your counsel, have been declared effective by the Commission in such form; no other document with respect to such registration statements as amended, or document incorporated by reference therein, has been filed with the Commission after the date hereof (other than prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act, each in the form heretofore delivered to you or your counsel); and no stop order suspending the effectiveness of such registration statements has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. Such registration statements, as amended at the time of any Terms Agreement referred to in Section 3, are hereinafter collectively referred to as the “Registration Statement”, and the prospectus included in such Registration Statement, as supplemented as contemplated by Section 3 to reflect the terms of the Offered Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) (“Rule 424(b)”) under the Act, including all material incorporated by reference therein, is hereinafter referred to as the “Prospectus”. On the effective date of the Registration Statement relating to the Registered Securities, such Registration Statement conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission (“Rules and Regulations”) and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of each Terms Agreement referred to in Section 3 the Registration Statement and the Prospectus will conform, in all material respects, to the requirements of the Act and the Rules and Regulations thereunder, and neither of such documents includes or will include any untrue statement of a material fact or omits or will omit to state any material ...
Representations and Warranties of the Republic. GAS OWNERS All of the following representations and warranties in this Article II are made by Cortez to Midcoast, to the besx xx Xortez's knowledge and belief, xxxxx xue inquiry. With respect to the representations and warranties set forth in Sections 2.8 through 2.19, in addition to being to the best of Cortez's knowledge and belief, xxxxx xue inquiry, such representations and warranties are only applicable and shall be strictly limited to any events, actions or circumstances or other items requiring disclosure which relate solely to Republic Gas' ownership of the Midla Subsidiaries which is April 3,1996 through the date of this Agreement (the "Ownership Period"), and except as otherwise made as of a specific date; it being the intent of the Parties that such representations and warranties shall only cover the time period of Republic Gas' ownership of the Midla Subsidiaries and as otherwise limited by reference to a specific date, and shall not cover any events, actions, contracts, accounting issues, litigation, regulatory or any other issues which are the subject of the following representations and warranties existing, occurring or relating to the time period prior to Republic Gas' acquisition of the Midla Subsidiaries on April 3, 1996. 2.8Corporate Status Republic Gas, the Republic Gas Owners, and the Midla Subsidiaries are a limited liability company or corporation, as the case may be, duly organized, validly existing and in good standing under the laws of the state of their respective organization and have the requisite power and authority to carry on their business as now being conducted. The Midla Subsidiaries are wholly owned subsidiaries of Republic Gas. Republic Gas and the Midla Subsidiaries are legally qualified to do business as a foreign corporation in each of the jurisdictions where the nature of their properties and the conduct of their business require such qualification, and are in good standing in each of the jurisdictions in which they are so qualified. There is no pending or, to the knowledge of Republic Gas Owners, threatened proceeding for the dissolution, liquidation, insolvency or rehabilitation of Republic Gas or any of the Republic Gas Owners or Midla Subsidiaries. 2.
Representations and Warranties of the Republic. The Republic represents and warrants to, and agrees with, the Dealer Managers that:
