Representations and Warranties by the Issuer Clause Samples
Representations and Warranties by the Issuer. The Issuer represents and warrants to each Underwriter as of the date hereof, the Time of Sale, and the Closing Time (as defined below), and agrees with each Underwriter as follows:
Representations and Warranties by the Issuer. The Issuer represents and warrants to the Bondholders’ Representative that as at the date hereof and as of the Issue Date:
(a) it is a public company duly incorporated with limited liability in Thailand and validly existing under the laws of Thailand with full power and authority to own its property and conduct its business;
(b) the issue, the offering and the execution of the Bonds and the issue, entry into or delivery by the Issuer of each of the Transaction Documents to which it is a party and the performance of the obligations expressed to be assumed by it thereunder have been duly authorised by all necessary corporate or other actions of the Issuer as required by applicable laws and are still in full force and effect;
(c) the Bonds and each of the Transaction Documents to which it is a party, when executed and delivered as contemplated therein, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws;
(d) no event has occurred or circumstance arisen which, had the Bonds already been issued, would constitute an Event of Default under the Conditions;
(e) all consents, approvals, authorisations or other orders of all regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents to which it is a party have been duly obtained and are in full force and effect;
(f) except as disclosed in the prospectus for the Bonds, the Issuer is not involved in any litigation, arbitration or other proceedings nor, so far as the Issuer is aware of, any such litigation, arbitration or other proceeding pending or threatened which, if determined adversely to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations, general affairs of the Issuer or on the ability of the Issuer to perform its obligations under the Bonds or the Transaction Documents to which it is a party, or which are otherwise material in the context of the offering of the Bonds; and
(g) it is not under liquidation or bankruptcy proceedings and has not taken any corporate action, nor, to the best of the Issuer's knowledge, has any other action been taken or legal proceedings commenced or threatened against it, for its winding-up, bankruptcy, rehabilitation, dissolution, reorganisation, composition or for the appointment of a receiver, liquidator, t...
Representations and Warranties by the Issuer. The ISSUER hereby warrants and represents to the ESCO that:
(1) It will provide throughout the term of this Agreement (or cause its energy suppliers to furnish) to the ESCO, upon its request, copies of all available records and data concerning energy usage for the Premises including but not limited to the following data: utility records and rate schedules; occupancy information; descriptions of any major changes in the structure or use of the buildings or heating, cooling, lighting or other systems or energy requirements; descriptions of all energy consuming or saving equipment used in the Premises; descriptions of energy management procedures presently utilized; and any prior energy analyses of the Premises. The ISSUER shall make knowledgeable employees and agents available for consultations and discussions with the ESCO concerning energy usage of the Premises.
(2) The ISSUER has not entered into any leases, contracts or agreements with other persons or entities regarding the leasing of energy efficiency equipment or the provision of energy management services for the Premises or with regard to maintaining any of the energy related equipment located in the Premises.
Representations and Warranties by the Issuer. The Issuer represents and warrants to each Initial Purchaser as of the date hereof and as of the Closing Date referred to in Section 2(b) hereof, and agrees with each Initial Purchaser, as follows:
Representations and Warranties by the Issuer. The Issuer makes the following representations and warranties:
Representations and Warranties by the Issuer. The Issuer represents and warrants to the Subscriber that each of the following statements is true, accurate and not misleading as at each of the Signing Date and the Completion Date:
(a) (status) It is a body corporate validly existing under the laws of its place of incorporation or establishment.
(b) (corporate power) It has the corporate power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement.
(c) (corporate action) It has taken all necessary corporate action to authorise the entry into and performance of this Agreement and to carry out the transactions contemplated by this Agreement. On the Completion Date, full beneficial title in the Subscription Shares will vest in the Subscriber.
(d) (accuracy and completeness) All information relating to the Issuer and the Group and the Issuer and/or the Group’s operations provided to the Subscriber or its advisers in connection with the proposed investment by the Subscriber in the Issuer as contemplated by this Agreement, and all information publicly disclosed by the Issuer, is true in all material respects and is not by omission or otherwise misleading in any material respect. Nothing has occurred which renders any of the material which has been disclosed to the Subscriber or its advisers, or which has been publicly disclosed by the Issuer, inaccurate in any material respect.
(e) (disclosure compliance) It has complied with all its disclosure requirements under the Corporations Act and the ASX Listing Rules and there is no material information or circumstance which the Issuer is not obliged to disclose, pursuant to Listing Rule 3.1.
(f) (no material adverse change) Since 31 December 2020, there has been no material adverse change in the financial condition or prospects of the Group.
(g) (binding obligation) This Agreement is its valid and binding obligation.
(h) (no contravention) Neither the entry into nor performance by it of this Agreement nor any transaction contemplated under this Agreement violates in any material respect any provision of any judgment binding on it, its constituent documents, any law or any document, agreement or other arrangement binding on it or its assets.
(i) (consents/approvals) Except for:
(i) the approval of shareholders to issue the Subscription Shares as contemplated in clause 2; and
(ii) the approval of ASX for quotation of the Subscription Shares to the Official List of ASX, no consent, approval, Autho...
Representations and Warranties by the Issuer. The Issuer represents, warrants and undertakes to the Dealers as follows:
Representations and Warranties by the Issuer. The Issuer represents and warrants to the Joint Bookrunners the representations and warranties as set out in Schedule 1 (Representations and Warranties by the Issuer).
Representations and Warranties by the Issuer. 3.1 As a condition of the agreement by DB to subscribe and pay for the Note in accordance with Clause 2 and in consideration thereof, the Issuer represents and warrants to DB as at the date hereof that:
Representations and Warranties by the Issuer. 2 4. UNDERTAKINGS............................................................. 4 5. CLOSING.................................................................. 6