Representations and Warranties of the Company and the Trust Clause Examples
Representations and Warranties of the Company and the Trust. Section 2.1. To induce the Noteholders to execute and deliver this Second Amendment (which representations shall survive the execution and delivery of this Second Amendment), the Company and the Trust jointly and severally represent and warrant to the Noteholders that:
(a) this Second Amendment has been duly authorized, executed and delivered by the Company and the Trust and this Second Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company and the Trust enforceable against each of them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;
(b) the Note Purchase Agreement, as amended by this Second Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company and the Trust enforceable against each of them in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;
(c) the execution, delivery and performance by the Company and the Trust of this Second Amendment (i) have been duly authorized by all requisite partnership or corporate action and, if required, shareholder action, (ii) do not require the consent or approval of any governmental or regulatory body or agency and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or the Company’s or the Trust’s other limited partnership agreement, trust agreement or charter documents, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon the Company or the Trust or (3) any provision of any material indenture, agreement or other instrument to which either the Company or the Trust is a party or by which their properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c);
(d) as of the date hereof and after giving effect to this Second Amendment, no Default or Event of Default has occurred which is continuing; and
(e) neither the Company, the Trust nor any of their Affiliates has paid or agreed to pay any fees or other consideration, or given any ...
Representations and Warranties of the Company and the Trust. Each of the Trust and the Company represents and warrants to, and agrees with, each of the Underwriters that:
(a) A registration statement on Form S-3, as amended (Registration Nos. 333- 68937 and 333-68937-01) (the "Initial Registration Statement") in respect of the Units, including the Purchase Contracts, the Purchase Contract Shares, the Trust Preferred Securities, the Junior Subordinated Debentures, the Guarantee and the Call Options, has been filed with the Securities and Exchange Commission (the "Commission"); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus included therein, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), which became effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed, or transmitted for filing, with the Commission (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 the Representatives and Current Reports on Form 8-K dated June 29 and June 30, 1999); no stop order suspending the effectiveness of the Initial Registration Statement is in effect and no proceedings for such purposes are pending before or, to the knowledge of the Company, threatened by the Commission (any preliminary prospectus included in such registration statement or filed with the Commission pursuant to Rule 424(a) under the Act, is hereinafter called a "Preliminary Prospectus"); the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all
Representations and Warranties of the Company and the Trust. Each of the Company and the Trust jointly and severally represent and warrant to and agrees with each of the Dealer Managers that:
Representations and Warranties of the Company and the Trust. The Company and the Trust, jointly and severally with the Company, represents and warrants to, and agrees with, the several Underwriters that:
Representations and Warranties of the Company and the Trust. Each of the Company and the Trust further represents and warrants to the Remarketing Agent as of each Representation Date, as applicable to each such entity, that:
(i) Securities Validly Issued. The Preferred Securities and Subordinated Notes have been validly authorized and executed by the Trust and the Company, as the case may be, and authenticated, issued and
Representations and Warranties of the Company and the Trust. Applicable to the First Closing
Representations and Warranties of the Company and the Trust. The Company and the Trust, jointly and severally, represent and warrant to and agree with the Selling Agent that:
Representations and Warranties of the Company and the Trust. As an inducement to United and PFC Acquisition to enter into this Agreement, each of the Company and the Trust, jointly and severally, makes the following representations and warranties to United and to PFC Acquisition which shall be true and correct as of the date hereof and as of the Closing Date.
Representations and Warranties of the Company and the Trust. The Company and the Trust jointly and severally represent and warrant to, and agree with you, as follows:
(a) Neither the Company nor the Trust, nor any of their "Affiliates" (as defined in Rule 501(b) of Regulation D under the Securities Act ("Regulation D")), nor any person acting on its or their behalf (other than the Placement Agent), has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration of any of the Securities under the Securities Act.
(b) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (other than the Placement Agent), has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of any of the Securities.
(c) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act.
(d) Neither the Company nor the Trust, nor any of their Affiliates, nor any person acting on its or their behalf (other than the Placement Agent), has engaged, or will engage, in any "directed selling efforts" within the meaning of Regulation S under the Securities Act with respect to the Securities.
(e) Neither the Company nor the Trust is an "investment company" or an entity "controlled" by an "investment company," in each case within the meaning of Section 3(a) of the Investment Company Act of 1940, as amended (the "Investment Company Act") and the Company is a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act.
(f) Neither the Company nor the Trust has paid or agreed to pay to any person any compensation for soliciting another to purchase any of the Securities, except for the commission contemplated by Section 2.
(g) The Trust has been duly created and is validly existing as a common law trust under the laws of the state of New York with all requisite power and authority to own property and to conduct the business it transacts and proposes to transact and to enter into and perform its obligations under the Operative Documents. The Trust is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is necessary, except where the failure to so qualify or be in good standing would not have a material adverse effect on the Trust. The Trust is not a party to or otherwise bound by any agreement other t...
Representations and Warranties of the Company and the Trust. The Company and the Regular Trustees, jointly and severally, represent and warrant to the CTP Holders, as of the Closing Date, as follows: