Representations and Warranties of the Company and the Trust Clause Samples

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. The Company and the Trust jointly and severally represent and warrant (i) on and as of the date hereof, (ii) on and as of the date the Prospectus or other Remarketing Materials (each as defined in Section 3(a) below) are first distributed in connection with the Remarketing (the "Commencement Date"), (iii) on and as of the Remarketing Date, and (iv) on and as of the Purchase Contract Settlement Date that: (a) A registration statement (File No. 333-86299) in respect of the initial offering of the Trust Preferred Securities has been filed with the Securities and Exchange Commission (the "Commission") on Form S-3; a registration statement on Form S-3, if required in connection with the Remarketing also may be prepared by the Company; the last of such registration statement including all exhibits thereto and the documents incorporated by reference in the prospectus contained in such registration statement at the time such part of such registration statement became effective but excluding each Form T-1 filed in connection therewith, and any post-effective amendment thereto is referred to herein as the "Registration Statement"; the Registration Statement, in the form heretofore delivered or to be delivered to the Remarketing Agent, excluding exhibits, but including all documents incorporated by reference in the prospectus contained therein, has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission; any preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act of 1933, as amended (the "Act"), being hereinafter called a "Preliminary Prospectus"; the prospectus relating to the Trust Preferred Securities, in the form in which first filed, or transmitted for filing, with the Commission after the effective date of the Registration Statement pursuant to Rule 424(b), being hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or t...

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: (a) Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 of the Securities Act, will comply when so filed, in all material respects, as to form with the Securities Act and the Exchange Act; the Registration Statement at the time it becomes effective and the Prospectus and any other Offering Materials, on the Commencement Date and on the date on which the Company commences delivery of the Preferred Securities for exchange of the Target Securities pursuant to the Exchange Offer (such date, the "Exchange Date"), will comply, in all material respects, as to form with the Securities Act and the Exchange Act; each part of the Registration Statement when such part becomes effective will not contain, and each such part, as amended, if applicable, will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and as of the Commencement Date and the Exchange Date, none of the Prospectus or the other Offering Materials or any amendments or supplements to such Offering Materials will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 6 (a) do not apply (A) to statements or omissions made based upon and in conformity with information supplied in writing by either of the Dealer Managers through Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇orporated expressly for use in the Registration Statement, Prospectus, any other Offering Materials or any amendments or supplements to any of the foregoing or (B) to that part of the Registration Statement that constitutes the Statements of Eligibility and Qualification on Form T-1 (the "Forms T-1") under the Trust Indenture Act of the trustee (the "Indenture Trustee") under the Indenture (as defined herein), as institutional trustee under the Declaration (as defined herein) and as trustee under the Guarantee. (b) The Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Declaration, the Indenture ...

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 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. 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. The Company and the Trust jointly and severally represent and warrant to, and agree with the Placement Agent and Purchaser, as follows:

Representations and Warranties of the Company and the Trust. Each of the Company and the Trust, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time referred to in Section 7(b) and at the Closing Time, and agrees with each Underwriter as follows:

Representations and Warranties of the Company and the Trust. The Company and the Trust, jointly and severally, represent, warrant and covenant to each Underwriter that: (a) The Trust and the Company meet the requirements for use of Form S-3 and a registration statement on Form S-2 as amended by the filing of Amendment No. 1 on Form S-3 (Registration No. 333-28677) relating to the Offered Securities, including a preliminary prospectus relating to the Offered Securities and such amendments to such registration statement as may have been required to the date of this Agreement, has been prepared by the Company and the Trust under the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (collectively referred to as the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder, and has been filed with the Commission. On the date of the filing of Amendment No. 1 on Form S-3, previous to the filing of the Form S-2, the Trust and the Company met the requirements for use of the Form S-2. Copies of all above-referenced registration statements and amendments and of each related preliminary prospectus have been delivered to the Representative. The Company will next file with the Commission one of the following: (i) prior to effectiveness of such registration statement, an amendment to such registration statement, including the form of final prospectus relating to the Offered Securities, (ii) a final prospectus relating to the Offered Securities in accordance with Rule 430A ("Rule 430A") and Rule 424(b)(1) or (4) of the Rules and Regulations, or (iii) a final prospectus relating to the Offered Securities in accordance with Rule 415 ("Rule 415") and Rule 424(b)(2) or (5) of the Rules and Regulations. In the case of clause (ii), the Company has included in such registration statement, as amended at the Effective Date (as defined below), all information required by the Act and the Rules and Regulations to be included in the Prospectus (as defined below) with respect to the Offered Securities and the offering thereof other than the information permitted to be omitted therefrom at the Effective Date by Rule 430A ("Rule 430A Information"). As filed, such amendment and form of final prospectus, or such final prospectus, shall contain all Rule 430A Information, together with all other such required information, with respect to the Offered Securities and the offering