Representations and Warranties of the Issuer and the Guarantors Clause Samples

Representations and Warranties of the Issuer and the Guarantors. Each of the Issuer and each Guarantor represents and warrants as to itself that: 2.1 The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement. 2.2 Each Guarantor is a corporation, limited liability company or limited partnership, as applicable, duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has all the requisite power and authority to execute, deliver and perform its obligations under the Guarantee, this Agreement and the Issuing and Paying Agency Agreement. 2.3 This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and each Guarantor and constitute legal, valid and binding obligations of the Issuer and each Guarantor enforceable against the Issuer and each Guarantor in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.4 The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.5 The Guarantee has been duly authorized, and when the Notes have been issued as provided in the Issuing and Paying Agency Agreement, will be duly executed and delivered by each Guarantor and constitute the legal, valid and binding obligation of each Guarantor enforceable against each Guarantor in accordance with its terms subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 2.6 Assuming compliance by the D...

Representations and Warranties of the Issuer and the Guarantors. The Issuer and the Guarantors, jointly and severally, represent, warrant and covenant to each Underwriter as follows: (a) The Basic Prospectus and each Preliminary Prospectus, if any, included as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424, complied when so filed in all material respects with the provisions of the Act. (b) No order preventing or suspending the use of the Preliminary Prospectus has been issued by the Commission, and the Preliminary Prospectus included in the Disclosure Package, at the time of filing thereof, complied in all material respects with the Act, and the Preliminary Prospectus, as of its date and as of the date hereof, did not, does not and will 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. The representation and warranty contained in this Section 6(a) does not apply to statements in or omissions from the Preliminary Prospectus made in reliance upon and in conformity with the Underwriters Content (as defined below). (i) At the original effectiveness of the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Issuer or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Notes in reliance on the exemption of Rule 163 under the Act, and (iv) as of the Applicable Time, the Parent was and is a “well-known seasoned issuer” (as defined in Rule 405). (d) The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Notes and the Guarantees have been and remain eligible for registration by the Issuer and the Guarantors on such automatic shelf registration statement. The Registration Statement has become effective under the Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Issuer or any Guarantor or related to the offering of the Notes has been initiated or...

Representations and Warranties of the Issuer and the Guarantors. The Issuer and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

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

Representations and Warranties of the Issuer and the Guarantors. The Issuer and the Guarantors jointly and severally represent and warrant to, and agree with, the several Initial Purchasers as set forth below, it being understood that the representations and warranties relating to the PD Business are qualified by the knowledge of the Issuer and the Guarantors: (a) A confidential preliminary offering circular dated March 15, 1999 (the "PRELIMINARY OFFERING CIRCULAR") and a confidential offering circular dated March 31, 1999 (the "OFFERING CIRCULAR"), relating to the Offered Securities have been prepared by the Issuer. Such Preliminary Offering Circular and Offering Circular, as supplemented as of the date of this Agreement are hereinafter collectively referred to as the "OFFERING DOCUMENT." As of its respective dates, the Offering Document does 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 light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Issuer by any Initial Purchaser through Credit Suisse First Boston Corporation ("CSFBC") specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. (b) Each of the Issuer and FSC Semiconductor has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Offering Document; and each of the Issuer and FSC Semiconductor is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to so qualify or be in good standing would not have a material adverse effect on the business, assets, operations, properties, financial condition, liabilities or prospects of the Issuer, FSC Semiconductor and the Subsidiaries taken as a whole, or would not materially and adversely affect the ability of each of the Issuer and the Guarantors to perform their

Representations and Warranties of the Issuer and the Guarantors. Each of the Issuer and the Guarantors, jointly and severally, represents and warrants to Subscriber that:

Representations and Warranties of the Issuer and the Guarantors. 6.1 As a condition of the obligation of the Joint Lead Managers to subscribe and pay for or procure subscriptions and payment for the Notes, the Issuer and each Guarantor jointly and severally represents and warrants to the Joint Lead Managers as follows: (a) that (i) the audited consolidated annual financial statements of the Issuer for the financial years ended 31 December 2008 and 31 December 2009 and the interim consolidated financial statements of the Issuer for the six months ended 30 June 2009 and 30 June 2010 incorporated by reference in the Preliminary Prospectus and the Prospectus: (A) were prepared in accordance with International Financial Reporting Standards (formerly International Accounting Standards) issued by the International Accounting Standards Board (IASB) and interpretations issued by the International Financial Reporting Interpretations Committee of the IASB (together and as amended, supplemented or re-issued from time to time, and as implemented in the European Union (IFRS)), consistently applied; and (B) give a true and fair view of the financial condition of the Issuer and the group consisting of the Issuer and its Subsidiaries from time to time (the Group), as at the dates at which they were prepared and the results of the operations of the Issuer and the Group in respect of the periods for which they were prepared; and (ii) there has been no adverse change or development involving a prospective adverse change in the condition (financial or otherwise), business affairs, prospects, or results of operations of the Issuer and the Group since 31 December 2009 which is material in the context of the issue of the Notes; (b) that (i) each of the Preliminary Prospectus, at the date of its publication, and the Prospectus contains all material information (in the context of the issue of the Notes) with respect to the Issuer, the Guarantors, the Group and the Notes (including all information which, according to the particular nature of the Issuer, the Guarantor, the Group and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, the Guarantors and the Group and of the rights attaching to the Notes), (ii) the statements of fact relating to the Issuer, the Guarantors, the Group and the Notes contained in the Prospectus are, the Preliminary Prospectus, at the date of its publication, were, any supplement to the Prospectus,...

Representations and Warranties of the Issuer and the Guarantors. The Issuer and the BFS Guarantors hereby, jointly and severally, represent and warrant to each Initial Purchaser and, upon the execution and delivery of the Joinder Agreement, each of the ProBuild Guarantors, jointly and severally with the Issuer and the BFS Guarantors, represents and warrants to each Initial Purchaser that, as of the Time of Sale and as of the Closing Date:

Representations and Warranties of the Issuer and the Guarantors. The Issuer and the Guarantors jointly and severally represent and warrant to each Underwriter and The ▇▇▇▇▇▇▇▇ Capital Group, L.P. in its capacity as a “qualified independent underwriter” that: