Representations and Warranties of the Issuer and the Company Sample Clauses
The 'Representations and Warranties of the Issuer and the Company' clause sets out specific statements of fact and assurances made by the issuer and the company regarding their legal status, authority, financial condition, and compliance with laws at the time of entering into the agreement. Typically, this clause covers matters such as the company’s incorporation, ownership of assets, absence of undisclosed liabilities, and the validity of the agreement. By requiring these representations and warranties, the clause provides the other party with confidence in the accuracy of key information and allocates risk if any statements prove to be false or misleading.
Representations and Warranties of the Issuer and the Company. The Issuer and the Company, jointly and severally, represent and warrant to, and agree with, the several Underwriters that:
Representations and Warranties of the Issuer and the Company. The Company, as of the date of each Terms Agreement referred to in Section 3, represents and warrants to, and agrees with, each Underwriter that:
(a) The Issuer and the Company meet the requirements for use of Form S-3 under the Act and have prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (Nos. 333-273658 and 333-273658-01), relating to certain securities of the Issuer and the Company, which registration statement became effective upon filing, including a prospectus (hereinafter referred to as the “Base Prospectus”), relating to the Registered Securities. Such registration statement, as amended at the time of any Terms Agreement referred to in Section 3 entered into in connection with a specific offering of the Offered Securities (each such date and time as specified in such Terms Agreement hereinafter referred to as the “Execution Time”) and including any documents incorporated by reference therein, including exhibits (other than any Form T-1) and financial statements and any prospectus supplement relating to the Offered Securities that is filed with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act of 1933 (the “Act”) and deemed part of such registration statement pursuant to Rule 430B under the Act, is hereinafter referred to as the “Registration Statement”. The Base Prospectus, 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), including all material incorporated by reference therein, is hereinafter referred to as the “Final Prospectus”. Any preliminary prospectus supplement to the Base Prospectus which describes the Offered Securities and the offering thereof and is used prior to filing of the Final Prospectus, together with the Base Prospectus, is hereinafter referred to as the “Preliminary Final Prospectus”. “Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405 under the Act. “Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433(h) under the Act. “Disclosure Package” shall mean, with respect to any specific offering of the Offered Securities, (i) the Base Prospectus, as amended and supplemented to the Execution Time, (ii) the Preliminary Final Prospectus, if any, used most ...
Representations and Warranties of the Issuer and the Company. To induce the Noteholders to execute and deliver this Amendment, each of the Issuer and the Company, jointly and severally, represents and warrants to each of the Noteholders (which representations and warranties shall survive the execution and delivery of this Amendment) that:
Representations and Warranties of the Issuer and the Company. The Issuer and the Company jointly and severally represent and warrant to you that:
Representations and Warranties of the Issuer and the Company. Section 2.1 Representations, Covenants and Warranties of the Issuer . The Issuer makes the following representations as the basis for its undertakings herein contained:
(a) The Issuer is a duly organized and existing political subdivision of the State of Idaho. No petition for referendum or other notice challenging the issuance of the Bonds was filed with the Clerk of the Issuer pursuant to Section 31-4505 of the Act. Under the provisions of the Act, the Issuer has the power to enter into the transactions contemplated by this Agreement and to undertake the refunding of the Prior Bonds through the issuance of the Bonds. By proper action, the Issuer has been duly authorized to execute, deliver and duly perform its obligations under this Agreement, the Indenture and the Bonds. The execution and performance of this Agreement, the Indenture and the Bonds by the Issuer will not violate or conflict with any instrument by which the Issuer or its properties are bound.
(b) The Issuer has not pledged and will not pledge its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture.
(c) The Issuer hereby confirms Resolutions 229, 233, 243 authorizing the 1979 Bonds and Resolutions 9▇-▇▇-▇▇▇ and 9▇-▇▇-▇▇▇ authorizing the Prior Bonds, and determines that the Project promotes the public purposes of the Act and the health and welfare of the citizens of Idaho by reducing, controlling and preventing environmental damage. The Issuer has found and determined and hereby finds and determines that all requirements of the Act with respect to the issuance of the Bonds and the execution of this Agreement have been complied with and that refunding the Prior Bonds by issuing the Bonds and entering into this Agreement will be in furtherance of the purposes of the Act.
(d) A majority of the qualified electors of Nez Perce County voting in an election called and held for that purpose voted in favor of a proposition for issuance of bonds for the Project at an election duly called and conducted pursuant to the Act on November 7, 1978 and the Issuer hereby confirms Resolution 242 relating to the results thereof.
(e) No member, officer or other official of the Issuer has a 5% or greater interest in the Company or any financial interest in the transactions contemplated by this Agreement.
(f) It has taken all necessary action and has complied with all provisions of the Constitution of the State of Idaho and the Act required to make this Agreement, the Inden...
Representations and Warranties of the Issuer and the Company. The Company, as of the date of each Terms Agreement referred to in Section 3, represents and warrants to, and agrees with, each Underwriter that:
(a) The Issuer and the Company meet the requirements for use of Form S-3 under the Act and have prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (Nos. 333-204107 and 333-204107-01), relating to certain securities of the Issuer and the Company, which registration statement became effective upon filing, including a prospectus (hereinafter referred to as the “Base Prospectus”), relating to the Registered Securities. Such registration statement, as amended at the time of any Terms Agreement referred to in Section 3 entered into in connection with a specific
Representations and Warranties of the Issuer and the Company. The Issuer and the Company jointly and severally represent and warrant to you, as of the date hereof and as of the time of the Closing (unless otherwise specified), as follows:
Representations and Warranties of the Issuer and the Company. Each of the Company and the Issuer represents and warrants to each Purchaser that:
Representations and Warranties of the Issuer and the Company
Representations and Warranties of the Issuer and the Company