Representations and Warranties of the Issuers and the Guarantors Clause Examples

Representations and Warranties of the Issuers and the Guarantors. The Issuers and the Guarantors jointly and severally represent and warrant to the Underwriters that:

Representations and Warranties of the Issuers and the Guarantors. Each of the Issuers and the Guarantors jointly and severally represents and warrants to, and agrees with, each of the Underwriters that: (a) No order preventing or suspending the use of the Preliminary Prospectus or Final Prospectus has been issued by the Commission, and the Preliminary Prospectus and the Final Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act. (b) The Disclosure Package, at the Applicable Time, did not 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; provided that the Issuers and the Guarantors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Issuers in writing by such Underwriter through the Representative expressly for use therein, as specified in Section 11 hereof. (c) The Issuers (including their respective agents and representatives, other than the Underwriters in their capacity as such) have not prepared, made, used, authorized, approved or referred to, and will not prepare, make, use, authorize, approve or refer to, any “written communication” (as defined in Rule 405 under the Securities Act) (other than the Preliminary Prospectus, the Pricing Term Sheet, the Final Prospectus, any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act and any other document listed on Schedule III) that constitutes an offer to sell or solicitation of an offer to buy any of the Notes (each such communication by the Issuers, an “Issuer Free Writing Prospectus”) without the prior consent of the Underwriters; and any such Issuer Free Writing Prospectus the use of which has been previously consented to by the Underwriters is set forth substantially in form and substance as attached hereto on Schedule IV. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby), and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Applicable Time, and when taken together wi...

Representations and Warranties of the Issuers and the Guarantors. The Issuers and the Guarantors jointly and severally represent and warrant to, and agree with, the Initial Purchaser that: (a) The Preliminary Memorandum does not contain; the Offering Memorandum at the Time of Sale and at the Closing Date; any electronic road show and the Final Memorandum, and any amendment or supplement thereto, does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum made in reliance upon and in conformity with information furnished in writing to the Issuers by the Initial Purchasers through Xxxxx Fargo Securities, LLC expressly for use therein, as specified in Section 10. The statistical and industry data included in each Memorandum are based on or derived from sources that the Issuers believe to be reliable and accurate. (b) Each of the Partnership and the Operating Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as amended (the “Delaware LP Act”), with full partnership power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business, in each case in all material respects as described in the Offering Memorandum, and is duly registered or qualified to do business as a foreign limited partnership and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so register or qualify would not have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse change in or effect on (i) the business, operations, properties, assets, liabilities, stockholders’ equity, earnings, condition (financial or otherwise), results of operations or prospects of the Partnership and its subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Partnership and each Guarantor to perform its obligations under the Notes or the Transaction Documents.

Representations and Warranties of the Issuers and the Guarantors. The Issuers and the Guarantors jointly and severally represent and warrant as of the Time of Sale and as of the Closing Date to each Initial Purchaser that:

Representations and Warranties of the Issuers and the Guarantors. Each of the Issuers and the Guarantors jointly and severally represents and warrants to, and agrees with the Initial Purchasers that, as of the date hereof and as of the Closing Date:

Representations and Warranties of the Issuers and the Guarantors. The Issuers and each Guarantor, jointly and severally, represent and warrant to, and agree with, the Initial Purchasers that: (a) A preliminary offering memorandum (the “Preliminary Offering Memorandum”) relating to the Notes and a final offering memorandum (the “Final Offering Memorandum”) disclosing the offering price and other final terms of the Notes and that is dated as of the date of this Agreement (even if finalized and issued subsequent to the date of this Agreement) have been or will be prepared by the Issuers. “General Disclosure Package” means the Preliminary Offering Memorandum, together with any Issuer Free Writing Communication (as hereinafter defined) existing at or prior to the time when sales of the Notes were first made (the “Applicable Time”) and the information that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule B to this Agreement (including the form of the term sheet listing the final terms of the Notes and their offering included in Schedule C to this Agreement). The Final Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Notes and as of the Closing Date (after giving effect to any supplement thereto) will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the Applicable Time, neither (i) the General Disclosure Package, nor (ii) any individual Supplemental Marketing Material (as hereinafter defined), when considered together with the General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding two sentences do not apply to statements in or omissions from the Final Offering Memorandum, the General Disclosure Package or any Supplemental Marketing Material based upon written information furnished to the Issuers by the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof.

Representations and Warranties of the Issuers and the Guarantors. The Issuers and the Guarantors jointly and severally represent and warrant to the Underwriters that (it being understood that (i) references to the Parent and its subsidiaries in this Section 4 shall be deemed (unless otherwise indicated) to refer to the Parent and its subsidiaries and the Target and its subsidiaries and (ii) express references to the Target and its subsidiaries shall refer to the Target and its subsidiaries exclusively, but in the case of clause (ii) and in the case of clause (i) to the extent that the Target and its subsidiaries are included in such reference, such representations and warranties shall be deemed qualified by the phrase “to the actual knowledge of the Issuers and the Guarantors”):

Representations and Warranties of the Issuers and the Guarantors. All the representations and warranties of each of the Parent Pledgors, the Issuers and the Guarantors in this Agreement and in each of the other Transaction Documents to which it is a party shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier or other materiality qualifier, which shall be true and correct as written) at and as of the Closing Date after giving effect to the Transactions with the same force and effect as if made on and as of such date. On or prior to the Closing Date, each of the Parent Pledgors, the Issuers and the Guarantors and, to the knowledge of the Issuers, each other party to the Transaction Documents (other than the Initial Purchaser) shall have performed or complied in all material respects with all of the agreements and satisfied in all material respects all conditions on their respective parts required to be performed, complied with or satisfied as of or prior to the Closing Date pursuant to the Transaction Documents.

Representations and Warranties of the Issuers and the Guarantors. The Issuers and the Enviva Guarantors jointly and severally represent and warrant as of the Time of Sale and as of the Closing Date, and, if applicable, the Target, jointly and severally with the Issuers and the Enviva Guarantors, represents and warrants upon execution of, and according to the terms of, the applicable Joinder Agreement, in each case, to each Initial Purchaser (it being understood that prior to the Escrow Release Date, all representations and warranties of the Issuers and the Guarantors with respect to the Target are made to the best knowledge of the Issuers and the Guarantors, after reasonable inquiry) that: