Representations and Warranties of the Transaction Entities Clause Samples
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities jointly and severally represents and warrants to the Underwriter as of the date hereof and the Closing Date that:
(a) The Registration Statement became effective on November 13, 1997. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Transaction Entities, threatened by the Commission or by the state securities authority of any jurisdiction. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Transaction Entities, threatened by the Commission or by the state securities authority of any jurisdiction.
(b) The Registration Statement and the Prospectus, including the financial statements, schedules and related notes included in the Prospectus or incorporated therein by reference and, if applicable, any Term Sheet to the Prospectus, as of the date hereof and at the time the Registration Statement became effective, and when any post-effective amendment to the Registration Statement or Rule 462(b) Registration Statement becomes effective or any amendment or supplement to the Prospectus is filed with the Commission, did or will comply in all material respects with all applicable provisions of the Act and will contain all statements required to be stated therein in accordance with the Act. The Prospectus, including the financial statements, schedules and related notes included in the Prospectus or incorporated therein by reference, and if applicable, any Term Sheet to the Prospectus, as of the date hereof and at the time the Registration Statement became effective, and at the Closing Date, and when any post-effective amendment to the Registration Statement or Rule 462(b) Registration Statement becomes effective or any amendment or supplement to the Prospectus is filed with the Commission, did or will comply in all material respects with all applicable provisions of the Act and will contain all statements required to be stated therein in accordance with the Act. On the date the Registration Statement was declared effective, on the date hereof, on the date of filing of any Rule 462(b) Registration Statement and on the Closing Date, no part of the Registration Statement or any amendment did or will contain an untrue statement of a material fact or omit to state a material fact required to be ...
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities jointly and severally represents and warrants to each Underwriter that:
Representations and Warranties of the Transaction Entities. Each of EQR and ERP, jointly and severally, represent and warrant to JPMorgan, as of the Closing Date, each Issuance Date, each Settlement Date, each Registration Statement Amendment Date (as defined in Section 4.07), each Request Date and each Applicable Time (each, a “Representation Date”), as follows:
Section 3.01 EQR has filed with the Commission an automatic shelf registration statement on Form S-3 (No. 333-156156) for the registration of EQR’s securities, including the Common Shares, under the Securities Act, and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”), and EQR has filed such amendments thereto as may have been required prior to the execution of this Agreement. Such registration statement (as amended, if applicable) became effective upon filing with the Commission. Such registration statement and the base prospectus constituting a part thereof (including in each case the information, if any, deemed to be part thereof pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act Regulations) (the “Base Prospectus”) and the Prospectus Supplement (as defined in Section 5.01(k)) and any pricing supplement relating to a particular issuance of the Issuance Shares (the “Issuance Supplement”), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Securities Act, the Exchange Act or otherwise, are collectively referred to herein as the “Registration Statement.” The term “Prospectus” means the Prospectus Supplement together with the Base Prospectus and any Issuance Supplements; provided, that if any revised prospectus shall be provided to JPMorgan by EQR for use in connection with the offering of Program Shares, including any prospectus included in any new registration statement filed prior to the Renewal Deadline as contemplated in Section 4.01 below, which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by EQR pursuant to Rule 424(b) of the Securities Act Regulations), the term “Prospectus” shall refer to each such revised or new prospectus from and after the time it is first provided to JPMorgan for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with r...
Representations and Warranties of the Transaction Entities. The Transaction Entities jointly and severally represent and warrant to, and agree with, the Manager that as of each Applicable Time (as defined in Section 6(c)(i)):
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the several Underwriters as of the date hereof, as of the Applicable Time referred to below and as of the Closing Date referred to in Section 2(b) hereof, as follows:
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to, and agrees with, the Underwriter as of the date hereof, the Applicable Time (as defined above), and the time of purchase and each additional time of purchase, if any, that:
(a) Status as a Well-Known Seasoned Issuer; Registration Statement Effective; Conform to Act; No Misleading Statements; Conformity with ▇▇▇▇▇ filings.
(1) (A) At the time of filing the Original Registration Statement, (B) at the time the Company 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 Shares in reliance on the exemption of Rule 163 under the Act and (C) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement”. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Act objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.
(2) The Original Registration Statement became effective upon filing under Rule 462(e) under the Act (“Rule 462(e)”) on September 15, 2006, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). Any offer that is a written communication relating to the Shares made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) under the Act) has been filed with the Commission in accordance with the exemption provided by Rule 163 under the Act (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the Act p...
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities represents and warrants, jointly and severally, to each Underwriter and the Selling Stockholders that:
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represent and warrant to ▇▇▇▇▇ Fargo Securities as of the date hereof and as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 7(o) of this Agreement, as of each Applicable Time and as of each Settlement Date (as defined below), and agrees with ▇▇▇▇▇ Fargo Securities, as follows:
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents and warrants to the Agents, the Forward Purchasers and the Forward Sellers, as of the date hereof and as of each Representation Date (as defined below) on which a certificate is required to be delivered pursuant to Section 7(o) of this Agreement, as of each Applicable Time and as of each Settlement Date (as defined below), and agrees with the Agents, the Forward Purchasers, and the Forward Sellers as follows:
Representations and Warranties of the Transaction Entities. Each of the Transaction Entities represents and warrants to each Purchaser, as of the Closing Date (or, if any such representations and warranties expressly relate to an earlier date, then as of such earlier date), that: