Covenants of the Company and the Guarantor Clause Samples
The "Covenants of the Company and the Guarantor" clause sets out specific promises and obligations that both the company and its guarantor must fulfill during the term of an agreement. These covenants may include requirements such as maintaining certain financial ratios, providing regular financial reports, or refraining from taking on additional debt without consent. By clearly outlining these ongoing duties, the clause helps ensure that both parties act in a manner that protects the interests of the other party, thereby reducing risk and promoting transparency throughout the contractual relationship.
Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters contained or referred to in this Agreement, the Company and the Guarantor jointly and severally covenant and agree with each Underwriter as follows:
(a) The Guarantor will furnish to you, without charge, a signed copy of the Registration Statement and will deliver to each of the Underwriters during the period mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.
(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Guarantor will furnish to you a copy of each such proposed amendment or supplement and will not file any such proposed amendment or supplement to which you reasonably object.
(c) The Guarantor will furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and will not use or refer to any proposed free writing prospectus to which you reasonably object.
(d) Neither the Company nor the Guarantor will take any action that would result in an Underwriter or the Company or the Guarantor being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company and the Guarantor forthwith will prepare, file with the Commission and furnish, at their own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to t...
Covenants of the Company and the Guarantor. The Company and the Guarantor covenant with the Representative(s) and with each Underwriter participating in the offering of Underwritten Securities, as follows:
Covenants of the Company and the Guarantor. The Company and the Guarantor, jointly and severally, covenant and agree with each Underwriter as follows:
Covenants of the Company and the Guarantor. The Company and the Guarantor jointly and severally covenant with each Underwriter, as follows:
Covenants of the Company and the Guarantor. The Company and the Guarantor jointly and severally covenant with each Initial Purchaser as follows:
Covenants of the Company and the Guarantor. The Company and the Guarantor jointly and severally covenant with each Agent as follows:
Covenants of the Company and the Guarantor. In further consideration of the agreements of the Initial Purchasers contained in this Agreement, the Company and the Guarantor, jointly and severally, covenant with the Initial Purchasers as follows:
(a) To furnish to the Initial Purchasers in New York City, without charge, prior to 10:00 a.m. New York City time on February 20, 2008 and during the period mentioned in Section 6(c), as many copies of the Disclosure Package, the Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as the Initial Purchasers may reasonably request.
(b) Before amending or supplementing the Disclosure Package or the Memorandum, to furnish to the Initial Purchasers a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which the Initial Purchasers reasonably object.
(c) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Disclosure Package or the Memorandum in order to make the statements therein, in the light of the circumstances when the Disclosure Package or the Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Disclosure Package or the Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Disclosure Package or the Memorandum so that the statements in the Disclosure Package or the Memorandum as so amended or supplemented will not, in the light of the circumstances when the Disclosure Package or the Memorandum is delivered to a purchaser, be misleading or so that the Disclosure Package or the Memorandum, as amended or supplemented, will comply with applicable law.
(d) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers shall reasonably request; provided, however that neither the Company nor the Guarantor shall be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in...
Covenants of the Company and the Guarantor. Each of the Company and the Guarantor, jointly and severally, covenants and agrees with the Initial Purchaser as follows:
a. To advise the Initial Purchaser promptly and, if requested by the Initial Purchaser, confirm such advice in writing, (I) after it receives notice of the issuance by the Securities and Exchange Commission (the "Commission") or any state securities commission, of any stop order suspending the qualification or exemption from qualification of any Notes for offering or sale in any jurisdiction, or the initiation of any proceeding for such purpose by the Commission or any state securities commission or other regulatory authority, (ii) of the initiation or threatening of any proceeding for any such purpose, (iii) of any request by the Commission or any state securities commission or any other regulatory authority for amending or supplementing the Preliminary Offering Memorandum or the Offering Memorandum or for any additional information, (iv) of the receipt by the Company or the Guarantor or any representative or attorney of either of them of any other communication from the Commission or any state securities commission or other regulatory authority relating to the Company, the Guarantor, the Preliminary Offering Memorandum or the Offering Memorandum or (v) during the time in which the Offering Memorandum is required to be delivered in connection with Exempt Resales, of the happening of any event that makes any statement of a material fact made in the Preliminary Offering Memorandum, as then amended or supplemented, or the Offering Memorandum, as then amended or supplemented, untrue or that requires the making of any additions to or changes in the Preliminary Offering Memorandum, as then amended or supplemented, or the Offering Memorandum in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Each of the Company and the Guarantor shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any Notes (including the Guarantee) under any federal or state securities or Blue Sky laws and, if at any time the commission or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption of any Notes under any federal or state securities or Blue Sky laws, each of the Company and the Guarantor shall use its best efforts to obtain the withdrawal or lifting of such ord...
Covenants of the Company and the Guarantor. The Company and the Guarantor jointly and severally covenant and agree with each Underwriter as follows:
(a) To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to file any issuer free writing prospectus to the extent required by Rule 433 under the Securities Act, and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; if required by Rule 430B(h) under the Securities Act, to prepare a form of prospectus in a form approved by the Representatives and to file such form of prospectus pursuant to Rule 424(b) under the Securities Act not later than may be required by Rule 424(b) under the Securities Act. The Company has paid the required Commission filing fees relating to the Securities.
(b) To furnish to you, without charge, four signed copies of the Registration Statement and the documents incorporated by reference therein (in each case, excluding exhibits thereto) and to furnish to you in New York City, without charge, and during the period mentioned in Section 6(f) or 6(g) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request; however, the Company shall not be required to furnish such documents (other than the Prospectus) if they are available, free of charge, by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.
(c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus prior to the Closing Date (other than an amendment or supplement as a result of a filing by the Company under the Exchange Act with the Commission), to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required ...
Covenants of the Company and the Guarantor. In further consideration of the agreements of the Underwriters herein contained, each of the Company and the Guarantor covenants with each Underwriter as follows:
(a) To furnish the Manager, without charge, one signed copy of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish the Manager in New York City, without charge, prior to 10:00 a.