Representations and Warranties by the Company and the Guarantors Sample Clauses
The 'Representations and Warranties by the Company and the Guarantors' clause requires the company and any guarantors to formally state that certain facts about their business, legal status, and financial condition are true at the time of the agreement. This may include assurances that the company is duly organized, has the authority to enter into the contract, and that there are no undisclosed liabilities or pending litigation. By providing these representations and warranties, the clause ensures that the other party can rely on the accuracy of key information, thereby reducing the risk of entering into the agreement based on false or incomplete disclosures.
Representations and Warranties by the Company and the Guarantors. Each of the Company and the Guarantors, jointly and severally, hereby represents and warrants to each Underwriter as of the date hereof, the Applicable Time and the Closing Time (as defined below), and agrees with each Underwriter, as follows:
Representations and Warranties by the Company and the Guarantors. The Company and each Guarantor, jointly and severally, represent and warrant to each Initial Purchaser as of the date hereof, as of the Applicable Time, and as of the Closing Date referred to in Section 2(b) hereof, and agree with each Initial Purchaser, as follows:
Representations and Warranties by the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, represent and warrant to each Underwriter as of the date hereof and as of the Closing Time referred to in Section 2(b) hereof (unless otherwise specified), and agree with each Underwriter, as follows:
(i) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Company is a well-known seasoned issuer (as defined in Rule 405 under the 1933 Act) eligible to use the Registration Statement as an automatic shelf registration statement and the Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement.
(a) The Registration Statement, when it became effective, did not contain, and as amended or supplemented, 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, (b) the Registration Statement as of the date hereof does 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, (c) the Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable, will comply in all material respects with the 1933 Act and the applicable rules and regulations of the Commission thereunder, (d) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Time, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (e) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (f) the Prospectus does not contain and, as amended or supplemented, if appli...
Representations and Warranties by the Company and the Guarantors. Each of the Company and the Guarantors, jointly and severally, represents and warrants to the Representatives, as of the date hereof, and to each Underwriter named in the applicable Terms Agreement, as of the date thereof, as of the Closing Time (as defined below) and, if applicable, as of each Date of Delivery (as defined below) (in each case, a "Representation Date"), as follows:
Representations and Warranties by the Company and the Guarantors. The Company and each of the Guarantors represents and warrants to each Initial Purchaser as of the date hereof (with such representations and warranties being made as of the date hereof), as of the Closing Time referred to Section 2(c) hereof (with such representations and warranties being made as of the Closing Time), and as of each Date of Delivery (if any) referred to in Section 2(b) hereof (with such representations and warranties being made as of the Date of Delivery), and agrees with each Initial Purchaser, as follows:
Representations and Warranties by the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to the Initial Purchaser as of the date hereof, at 3:15 p.m. on October 28, 2015, or such other time as agreed between the Company and the Initial Purchaser (the “Applicable Time”), and as of the Closing Time referred to in Section 2(b) hereof, and agree with the Initial Purchaser, as follows:
Representations and Warranties by the Company and the Guarantors