Representations and Warranties of the Issuers and the Guarantors Clause Samples
Representations and Warranties of the Issuers and the Guarantors. Each of the Issuers and Guarantors, jointly and severally, represents and warrants to, and agrees with, you that:
(a) As of their respective dates, the Offering Memorandum and the Preliminary Offering Memorandum do not, and at the Closing Date (as defined herein) the Offering Memorandum will not, contain an 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; provided, however, that the representations and warranties contained in this paragraph (a) shall not apply to statements in or omissions from the Preliminary Offering Memorandum or the Offering Memorandum (or any supplement or amendment to them) made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Issuers by or on behalf of such Initial Purchaser through Bear, ▇▇▇▇▇▇▇ & Co. Inc. ("Bear, ▇▇▇▇▇▇▇"). The Issuers and the Initial Purchasers acknowledge for all purposes under this Agreement (including this paragraph and Section 6 hereof) that the statements set forth in the last paragraph of the cover page of the Offering Memorandum, the first (including the tables therein), second and third paragraphs and the fifth and sixth sentence of the fourth paragraph of the section entitled "Plan of Distribution" in the Offering Memorandum constitute the only information (the "Initial Purchasers' Information") furnished to the Issuers by or on behalf of any Initial Purchaser through Bear, ▇▇▇▇▇▇▇ expressly for use in the Preliminary Offering Memorandum or the Offering Memorandum and that the Initial Purchasers shall not be deemed to have provided any information (and therefore are not responsible for any statements or omissions) pertaining to any arrangement or agreement with respect to any party other than the Initial Purchasers.
(b) Each Issuer and Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to carry on its business as it is currently being conducted or is proposed to be conducted (as discussed in the Offering Memorandum) and to own, lease and operate its properties, and each is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualific...
Representations and Warranties of the Issuers and the Guarantors. Each of the Issuers and the Guarantors hereby jointly and severally represents and warrants to each Initial Purchaser that:
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. 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 the 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 ▇▇▇▇▇ 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 to, and agree 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 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. The Escrow Issuer and upon execution of the Purchase Agreement Joinder, the Partnership, Finance Co and the Guarantors jointly and severally represent and warrant to, and agree with, the Initial Purchasers 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 the 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 ▇▇▇▇▇ 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
Representations and Warranties of the Issuers and the Guarantors. As used in this Section 2 only, references to the "Company", "Intersil Holding", the "Issuers" or "its subsidiaries" shall mean the Company, Intersil Holding, the Issuers or their subsidiaries, prior to the consummation of the Transactions, and shall mean the Company, Intersil Holding, the Issuers or their subsidiaries, including the purchased assets and the assumed liabilities of the semiconductor business of ▇▇▇▇▇▇, effective upon the consummation of the Transactions. The Issuers and the Subsidiary Guarantors jointly and severally represent and warrant to, and agree with, the Initial Purchasers that:
Representations and Warranties of the Issuers and the Guarantors. As of the date hereof, each of the Issuers and the Guarantors, jointly and severally, represents and warrants to the Initial Purchasers that:
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.