Representations, Warranties and Agreements of the Issuer. The Issuer represents and warrants to the Purchaser that:
Representations, Warranties and Agreements of the Issuer. You represent and warrant to, and agree with us, that:
Representations, Warranties and Agreements of the Issuer. You represent and warrant to Xxxxxxx, and agree with us, that:
Representations, Warranties and Agreements of the Issuer. The Issuer represents, warrants and agrees that:
Representations, Warranties and Agreements of the Issuer. As of the date of this Agreement, unless otherwise stated, the Issuer represents, warrants, and agrees with the Placement Agent that:
Representations, Warranties and Agreements of the Issuer. The Issuer hereby represents, warrants to, and agrees with the Holder, as of the date hereof and on the Trade Date and the Settlement Date:
Representations, Warranties and Agreements of the Issuer. (a) The Issuer represents and warrants to, and agrees with, the Initial Purchasers on and as of the date hereof and the Closing Date, except to the extent such representation, warranty or agreement expressly relates to another date (in which case on and as of such date), that:
Representations, Warranties and Agreements of the Issuer. The Issuer represents, warrants to and agrees with, the Initial Purchasers that:
Representations, Warranties and Agreements of the Issuer. The Issuer represents, warrants to, and covenants and agrees with, the Underwriter that:
Representations, Warranties and Agreements of the Issuer. The criminal and civil consequences for any person offering to sell or solicitation of an offer to purchase a security in violation of Securities Act Section 5, underscore the significance to an issuer and its placement agent of a legal opinion regarding exemption from registration. Similarly, validity, enforceability, and tax exemption, fundamental legal characteristics of the security being offered, are of significance to the issuer and its placement agent under the antifraud provisions. These concerns are addressed by the requirements of Paragraph 4(i)(1) (i). Receipt of a reliance letter from bond counsel assisting a placement agent in formation of a reasonable basis in making a recommendation when placing the bonds and formation of a defense or demonstrating reasonable care under the antifraud provisions appropriately addresses the key points of validity, enforceability and tax status.9 When counsel has participated in preparation of the placement or offering memorandum, receipt of a negative assurance letter is likewise appropriate.10 To the extent the document or documents constituting the Placement Materials has changed, the changes should be reflected in the Issuer certificate described in Paragraph 4(i)(2)(iii). In circumstances where the parties agree to use a Preliminary Placement Memorandum in soliciting investors and delivery of a final Placement Memorandum, this should be made clear in Paragraph 3 as well as in the relevant sections of Paragraph 4.
