Representations, Warranties and Covenants of the Agents Sample Clauses
The 'Representations, Warranties and Covenants of the Agents' clause sets out the specific statements of fact, promises, and ongoing obligations that the agents must make and uphold under the agreement. Typically, this includes assurances about the agents’ authority to enter into the contract, their compliance with applicable laws, and their commitment to perform certain actions or refrain from prohibited conduct throughout the contract term. By clearly defining these responsibilities and assurances, the clause helps allocate risk between the parties and ensures that the agents are held accountable for their conduct and the truthfulness of their statements.
Representations, Warranties and Covenants of the Agents. Each Agent represents, warrants and covenants to and with the Corporation on a several basis (and not joint nor joint and several) that:
Representations, Warranties and Covenants of the Agents. The Agents hereby represent, warrant and covenant to the Corporation, and acknowledge that the Corporation is relying upon such representations, warranties and covenants, that:
(a) the Agents are, and will remain so, until the completion of the Offering, appropriately registered under applicable Securities Laws so as to permit them to lawfully fulfill their obligations hereunder;
(b) the Agents have good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein and this Agreement is a valid, legal and binding obligation of each Agent enforceable against each Agent in accordance with its terms;
(c) the Agents will use their “best efforts” to arrange for Purchasers in the Offering Jurisdictions;
(d) the Agents have offered to sell, and will offer and sell, Units (other than the Agents Units) only to Persons who are “accredited investors” (as defined under Securities Laws), or to Persons otherwise exempt from the prospectus requirements of Securities Laws in the Offering Jurisdictions and other jurisdictions by virtue of the “minimum amount investment” or “investment dealer exemption”, as applicable;
(e) the Agents have complied and will comply, and shall require any investment dealer or broker with which the Agents have a contractual relationship in respect of the sale of the Units (other than the Agents Units) (each a “Selling Firm”) to comply, with all applicable Securities Laws in connection with the offer and sale of the Units (other than the Agents Units), and shall offer the Units (other than the Agents Units) for sale to potential Purchasers on a private placement basis directly and through Selling Firms upon the terms and conditions set out in this Agreement. The Agents have offered and will offer, and shall require any Selling Firm to offer, for sale to potential Purchasers on a private placement basis and sell the Units (other than the Agents Units) only in those jurisdictions where they may be lawfully offered for sale or sold. The Agents shall use its reasonable commercial efforts to ensure that any Selling Firm appointed pursuant to this Agreement complies with the covenants and obligations of the Agents hereunder;
(f) the Agents shall, and shall require any Selling Firm to agree to, offer the Units in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offe...
Representations, Warranties and Covenants of the Agents. Each Agent represent and warrant to and covenant and agree with the Company as at the date hereof and as at the Closing Date and as at any closing of the Over-Allotment Option, that:
1. It acknowledges that the Brokered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. It has offered and sold and will offer and sell the Brokered Securities only (i) in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of persons in the United States and U.S. Persons as provided in this Schedule “A”. Accordingly, none of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “A”, have made or will make (x) any offers to sell, or any solicitation of an offer to buy, Brokered Securities in the United States or (y) any sale of Brokered Securities to any Purchaser unless, at the time the buy order was or is originated, the Purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, any U.S. Affiliate, their respective affiliates or any person acting on any of their behalf reasonably believed that such Purchaser was outside the United States and not a U.S. Person, and not acting for the account or benefit of a person in the United States or a U.S. Person. None of the Agent, any U.S. Affiliate, their respective affiliates or any persons acting on any of their behalf has made or will make any offers or sales of the Non-Brokered Securities in the Non-Brokered Private Placement.
2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Brokered Securities, except with any U.S. Affiliate, any Selling Firm or with the prior written consent of the Company.
3. It shall require any U.S. Affiliate and any Selling Firm to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that any U.S. Affiliate and any Selling Firm complies with, the provisions of this Schedule “A” as if such provisions applied to such U.S. Affiliate and ...
Representations, Warranties and Covenants of the Agents. Each Agent, on its own behalf and on behalf of its U.S. Affiliate, severally (and not jointly and severally) represents, warrants and covenants to and with the Corporation, as at the date hereof and as at the Closing Date, that:
Representations, Warranties and Covenants of the Agents. The Agents acknowledge and agree that the Offered Units have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, and the Offered Units may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws. Accordingly, each Agent severally (and not jointly) represents, warrants and covenants to the Corporation that:
Representations, Warranties and Covenants of the Agents. Each of the Agents hereby severally (and not jointly and severally) represent, warrant and covenant to the Company, and acknowledges that the Company is relying upon such representations and warranties in connection with the completion of the Offering, that:
(i) it is duly incorporated and is in good standing in its jurisdiction of incorporation, has all requisite corporate power and authority to enter into and carry out its obligations under this Agreement, and is duly licensed and registered in accordance with applicable Securities Laws;
(ii) in respect of the offer and sale of the Units, it has complied and will comply with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which it offers the Units;
(iii) it, and each person appointed by it as its agent to assist in the Offering, is registered under the applicable securities laws of the Designated Jurisdictions so as to permit it to lawfully fulfil its obligations hereunder;
(iv) it and its representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or by means of the internet or otherwise or conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising;
(v) it has not and will not solicit offers to purchase or sell the Units so as to require the registration of any of the Company’s securities under the laws of any jurisdiction including the United States; and
(vi) it will use its commercially reasonable best efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws from each Purchaser.
Representations, Warranties and Covenants of the Agents. Each of the Agents (on its own behalf and on behalf of its U.S. Affiliate) acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act or applicable state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Agent (on its own behalf and on behalf of its U.S. Affiliate) severally and not jointly represents, warrants, covenants and agrees to and with the Corporation that:
Representations, Warranties and Covenants of the Agents. The Agents acknowledge that the Common Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state and may be offered and sold within the United States or to, or for the account or benefit of, U.S. Persons only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and any applicable state securities laws. Accordingly, each Agent represents, warrants and covenants to and with the Company that:
Representations, Warranties and Covenants of the Agents. Each of the Agents acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or applicable state securities laws and may not be offered or sold, except in accordance with an exemption or exclusion from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each of the Agents represents, warrants and covenants to and with the Issuer that:
Representations, Warranties and Covenants of the Agents. (a) The Canadian Agent hereby represents, warrants and covenants to the Company that:
(i) it is and will remain so, while this Agreement remains in effect, appropriately registered under applicable Canadian Securities Laws so as to permit it to lawfully fulfill its obligations hereunder with respect to the sale of Offered Shares in Canada;
(ii) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; and
(iii) it will comply with applicable Canadian Securities Laws in connection with the transactions contemplated under this Agreement in all jurisdictions in which the Offered Shares may be sold.
(b) Each U.S. Agent hereby represents, warrants and covenants to the Company that:
(i) it is and will remain so, while this Agreement remains in effect, appropriately registered under applicable U.S. Securities Laws so as to permit it to lawfully fulfill its obligations hereunder with respect to the sale of Offered Shares in the United States;
(ii) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; and
(iii) it will comply with applicable U.S. Securities Laws in connection with the transactions contemplated under this Agreement in all jurisdictions in which the Offered Shares may be sold.