Representations and Warranties of the Trust and the Company Clause Samples

Representations and Warranties of the Trust and the Company. Except as set forth on the Schedule of Exceptions attached hereto as Exhibit K, each of the Trust and the Company jointly and severally represents and warrants to, and agrees with, the Investors that as of the date hereof and as of Closing: (a) The Trust has been duly created and is validly existing as a statutory business trust in good standing under the Business Trust Act of the State of Delaware with the power and authority to own property and conduct its business as described in the Amended and Restated Declaration of Trust and has conducted and will conduct no business other than the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, dated June 12, 1997, between the Company and the Trust (the "Debenture Purchase Agreement"), the Registration Rights Agreement, dated June 12, 1997, among the Company, the Trust and the several purchasers named therein (the 8 "Registration Rights Agreement"), the Placement Agreement, dated June 12, 1997, among the Trust, the Company and Credit Suisse First Boston (the "Placement Agreement"), this Agreement and the Amended and Restated Declaration of Trust; the Trust is not a party to or bound by any agreement or instrument other than the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the agreements and instruments contemplated by the Amended and Restated Declaration of Trust; the Trust has no liabilities or obligations other than those arising out of the transactions contemplated by the Original Preferred Securities Purchase Agreement, the Common Securities Purchase Agreement, the Debenture Purchase Agreement, the Registration Rights Agreement, the Placement Agreement, this Agreement and the Amended and Restated Declaration of Trust; and the Trust is not a party to or subject to any action, suit or proceeding of any nature. (b) Each of the Company and its Subsidiaries (as hereinafter defined) (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of the jurisdiction of its incorporation; (ii) has the corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted and, with respect to the Company, to enter into and perform its obligations under...

Representations and Warranties of the Trust and the Company. Each of the Trust and the Company jointly and severally represents and warrants (i) to each Agent (a) as of the date hereof, (b) as of the date that the Registration Statement became effective (the "INITIAL EFFECTIVE DATE") and (c) as of any time that the Registration Statement or the Prospectus shall be amended or supplemented (with respect to the Registration Statement, a "SUBSEQUENT EFFECTIVE DATE") and (ii) to each applicable Agent, (a) as of the Time of Sale, (b) as of the date the Notes are delivered in exchange for payment (the "SETTLEMENT DATE") and (c) as of the new effective date as determined pursuant to Rule 430B(f)(2) of the 1933 Act Regulations with respect to the Notes (the "NOTE EFFECTIVE DATE" and together with the Initial Effective Date and any Subsequent Effective Date, the "REGISTRATION STATEMENT EFFECTIVE DATE") (each of the times referenced above being referred to herein as a "REPRESENTATION DATE") as follows: 1.1.1 NO FILINGS OR REGULATORY APPROVALS. Other than as set forth or contemplated in the Time of Sale Prospectus, no filing with, or approval, authorization, consent, license, registration, qualification, order or decree of, any court or governmental authority or agency, is necessary or required for the issuance and sale of the Notes by the Trust, except such as have been previously made, obtained or rendered, as applicable, and except such consents, approvals, authorizations, registrations, qualifications, orders or decrees as may be required under the 1933 Act or the 1939 Act or under state or foreign securities or blue sky laws or any rules or regulations of any securities exchange.

Representations and Warranties of the Trust and the Company. Each of the Trust and the Company jointly and severally represent and warrant to each Agent as of the date hereof, as of the date of each acceptance by the Trust of an offer for the purchase of Notes, as of the date the Notes are delivered in exchange for payment (the "SETTLEMENT DATE") and as of any time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the determination of the variable terms of the notes offered pursuant to the Registration Statement, including the establishment of or a change in the interest rates, maturity or price of notes offered pursuant to the Registration Statement or similar changes) (each of the times referenced above being referred to herein as a "REPRESENTATION DATE") as follows: 1.1.1 NO FILINGS OR REGULATORY APPROVALS. Other than as set forth or contemplated in the Prospectus, no filing with, or approval, authorization, consent, license, registration, qualification, order or decree of, any court or governmental authority or agency, is necessary or required for the issuance and sale of the Notes by the Trust, except such as have been previously made, obtained or rendered, as applicable, and except such consents, approvals, authorizations, registrations, qualifications, orders or decrees as may be required under the 1933 Act or the 1939 Act or under state or foreign securities or blue sky laws or any rules or regulations of any securities exchange.

Representations and Warranties of the Trust and the Company. The Trust and the Company, jointly and severally, represent and warrant to each of the Underwriters that: (a) On the date the Registration Statement became effective (the "Effective Date") the Registration Statement complied, and on the date of the Prospectus, on the date any post-effective amendment to the Registration Statement shall become effective, on the date any supplement or amendment to the Prospectus is filed with the Commission and at the Delivery Date, the Registration Statement and the Prospectus (and any amendment thereof or supplement thereto) will comply, in all material respects, with the applicable provisions of the Act and the Exchange Act. The Registration Statement did not, as of the Effective Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the other dates referred to above, neither the Registration Statement nor the Prospectus, nor any amendment thereof or supplement thereto, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424(a) of the Act) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus as amended or supplemented complied in all material respects with the applicable provisions of the Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that the Company and the Trust make no warranty or representation with respect to any statement contained in the Registration Statement or the Prospectus in reliance upon and in conformity with information concerning the Underwriters and furnished in writing by or on behalf of any Underwriter through you to the Company expressly for use in the Registration Statement or the Prospectus. (b) The documents incorporated by reference in the Registration Statement and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such documents, when rea...

Representations and Warranties of the Trust and the Company. The Trust and the Company, jointly and severally, each represents and warrants, and agrees with, each Underwriter that:

Representations and Warranties of the Trust and the Company. The Trust and the Company, jointly and severally, represent and warrant to each Underwriter that: (a) the Company has an authorized capitalization as of September 30, 2003 as set forth in the Prospectus (and there have not been any subsequent issuances of capital stock of the Company except for issuances pursuant to stock options held by employees and directors of the Company and the Subsidiaries); the outstanding shares of capital stock, the partnership interests, membership interests or other equity interests, as the case may be, of the Company and each direct or indirect subsidiary of the Company other than the Trust that is a "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission, all of which subsidiaries are named in Exhibit 21 to the Registration Statement (each, a "Subsidiary"; collectively, "Subsidiaries") have been duly and validly authorized and issued and are fully paid and nonassessable; except as disclosed in the Prospectus, all of the outstanding shares of capital stock of, or the partnership interests, membership interests or other equity interests in, as the case may be, any Subsidiary are directly or indirectly owned of record and beneficially by the Company; except as disclosed in the Prospectus and except for outstanding stock options held by employees and directors of the Company and the Subsidiaries, there are no outstanding (i) securities or obligations of the Company or of any Subsidiary convertible into or exchangeable for any capital stock of or partnership interests, membership interests or other equity interests, as the case may be, in the Company or any such Subsidiary, (ii) warrants, rights or options to subscribe for or purchase from the Company or any such Subsidiary any such capital stock, partnership interests, membership interests or other equity interests, as the case may be, or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company or any such Subsidiary to issue any securities or obligations, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options; (b) each of the Company and the Subsidiaries has been duly incorporated or formed and is validly existing as a corporation, general or limited partnership, limited liability company or trust, as the case may be, in good standing under the laws of its respective jurisdiction of incorporation or formation with full corporate, partnership, lim...

Representations and Warranties of the Trust and the Company. Each of the Trust and the Company, jointly and severally, represents and warrants to each Purchaser that:

Representations and Warranties of the Trust and the Company. Each of the Trust and the Company, jointly and severally, represents and warrants to, and agrees with, the several Underwriters that: (a) The Trust and the Company meet the requirements for use of Form S-3 and a registration statement (Registration No. [ ]) on Form S-3 relating to the Offered Securities, including a preliminary prospectus relating to the Offered Securities and such amendments to such registration statement as may have been required to the date of this Agreement, has been prepared by the Company and the Trust under the provisions of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (collectively referred to as the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder, and has been filed with the Commission. Copies of such registration statement and amendments and of each related preliminary prospectus have been delivered to the Representative. The Company will next file with the Commission one of the following: (i) prior to effectiveness of such registration statement, a further amendment to such registration statement, including the form of final prospectus relating to the Offered Securities, (ii) a final prospectus relating to the Offered Securities in accordance with Rule 430A ("Rule 430A") and Rule 424(b)(1) or (4) of the Rules and Regulations, or (iii) a final prospectus relating to the Offered Securities in accordance with Rule 415 ("Rule 415") and Rule 424(b)(2) or (5) of the Rules and Regulations. In the case of clause (ii), the Company has included in such registration statement, as amended at the Effective Date (as defined below), all information required by the Act and the Rules and Regulations to be included in the Prospectus (as defined below) with respect to the Offered Securities and the offering thereof other than the information permitted to be omitted therefrom at the Effective Date by Rule 430A ("Rule 430A Information"). As filed, such amendment and form of final prospectus, or such final prospectus, shall contain all Rule 430A Information, together with all other such required information, with respect to the Offered Securities and the offering thereof and, except to the extent the Representative shall agree in writing

Representations and Warranties of the Trust and the Company. (a) The Trust represents and warrants to the Wholesaler that: (i) The Trust is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the State of Maryland Department of Assessments and Taxation, and has full power and authority under its Articles of Incorporation and Bylaws, as amended, to conduct its business as described in the Registration Statement and Prospectus and to issue, sell and deliver the Shares. The Trust is duly registered and qualified to conduct its business, and is in good standing, in each jurisdiction or place where the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not have a material adverse effect on the condition (financial or other), prospects, earnings, business, properties, net worth or results of operations of the Trust and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business. (ii) Except with respect to the State of Ohio, the Trust has all federal and state government and regulatory approvals and licenses, and is maintaining on a current basis all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business, all as described in the Registration Statement and Prospectus. (b) The Company represents and warrants to the Wholesaler that: (i) It is a limited liability company duly organized and validly existing and in good standing under the laws of the State of New York and has full corporate power to perform its obligations and enter into the transactions described in the Registration Statement and Prospectus, as the same may be amended or supplemented. The Company is duly registered and qualified to conduct its business, and is in good standing, in each jurisdiction or place where the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not have a material adverse effect on the condition (financial or other), prospects, earnings, business, properties, net worth or results of operations of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business. All of the present principals of the Company are identified as such in the Registration Statement and Prospectus. (ii) It has all federal and state governmental and regulatory...