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 Issuer and the Company represent and warrant to, and agree, jointly and severally with, the several Initial Purchasers that:
(a) Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, did not, and on the Closing Date (as defined below) the Offering Memorandum will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Issuer nor the Company makes any representation or warranty as to information contained in or omitted from the Preliminary Offering Memorandum or the Offering Memorandum in reliance upon and in conformity with written information relating to the Initial Purchasers furnished to the Issuer and the Company by any Initial Purchaser specifically for inclusion therein, which information the parties agree is limited to the Initial Purchasers' Information (as defined in Section 18). Each of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment or supplement thereto complied with or will comply in all material respects with subsection (d)(4) of Rule 144A promulgated under the Securities Act.
(b) Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 3 and their compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Notes to the Initial Purchasers and the offer, resale and delivery of the Notes by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum, to register the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
(c) (i) The Company's Annual Report on Form 10-K most recently filed with the Commission (the "Annual Report") and (ii) each subsequent report filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), did not, as of their respective dates (or, when read together with the other information in the Memorandum), contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading. Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of ...
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. 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. 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
Representations and Warranties of the Issuer and the Company