On each such Subsequent Delivery Date, each Selling Stockholder shall deliver or cause to be delivered the Option Stock to be purchased on such Subsequent Delivery Date to the Representatives for the account of each Underwriter against payment to or upon the order of such Selling Stockholders of the purchase price by wire transfer in immediately available funds.
Each Selling Stockholder agrees: There are no claims pending or, to the knowledge of the Company, threatened with respect to any employee benefit plan, other than claims for benefits by employees, beneficiaries, or dependents arising in the normal course of the operation of any such plan.
The Company and the Subsidiary have good and valid title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects, except such as are described in each of the Sale Preliminary Prospectus and the Prospectus or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiary, taken as a whole; and all assets held under lease by the Company and the Subsidiary are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and the Subsidiary.
Covenants of the Sellers. The Company has not received any request for information, notice, demand letter, administrative inquiry, or formal or informal complaint or claim with respect to any property owned, operated, leased, or used by the Company or any facilities or operations thereon.
This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.
Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U. The Company owns or has the right to use, free and clear of any claims or rights of others, all trade secrets, inventions, developments, customer lists, software, and other information and know-how if any used in its business.
The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.
Such counsel shall also make a statement to the effect that: Terms of Public Offering. No collective bargaining agreement is in effect or is currently being or is about to be negotiated by the Company. The obligations of the Underwriters hereunder, as to the Shares to be purchased at each Time of Delivery, shall be subject, in your discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of such Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: Representations, Warranties and Agreements of the Selling Stockholders.
All leases to which the Company is a party are currently in full force and effect, and no party thereto is in default. No event or omission has occurred which would cause any such plan to lose its qualification under Section a or k of the Internal Revenue Code, or which would cause the Company to incur liability for any excise tax under the Internal Revenue Code with respect to the maintenance, operation, or any other aspect of any such Qualified Plan.
The Company agrees with each of the Underwriters: A meeting will be held at the Closing Location at: Each Selling Stockholder shall pay all costs and expenses incident to the performance of its obligations under this Agreement which are not otherwise being paid by the Underwriters pursuant to this Section or by the Company pursuant to this Section or otherwise.
Garvey and director of the Company to furnish to the Representatives, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto.
Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Representations and Warranties of the Purchaser.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York. As of the UA Execution Date and as of the Closing Date, the Company hereby makes the same representations and warranties to the Purchaser as the Company shall make to the Underwriters pursuant to Sections 1 a i1 a ii1 a iii1 a ivand 1 a v collectively, the UA Reps.
The Company has good title to all of such assets and none of the assets of the Company are subject to any mortgage, pledge, lien, conditional sales agreement, security interest, encumbrance, or other charge except as specifically reflected in the [attached schedule of assets].
All corporate or other applicable organizational action on the part of the Purchaser, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Rights Agreement, Registration Department; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Covenants of the Underwriters.
All such tax returns were correct and complete in all material respects. Agreements to Sell and Purchase.Sample Representations And Warranties Regardless of how the transaction is structured, one of the most important parts of the written agreement are the " representations and warranties." Representations are statements about the.
Representations in Underwriting Agreement.
As of the UA Execution Date and as of the Closing Date, the Company hereby makes the same representations and warranties to the Purchaser as the Company. Drafting Term Sheets and Financing Agreements Ward Buringrud Partner, Finance and disclosures that are relevant to the lender’s underwriting of the credit.
In a term loan agreement, representations and warranties are made at closing. In a revolving credit, representations and warranties are made at. Goldman Sachs Underwriting Agreement Form: Learn more about this contract and other key contractual terms and issues by viewing the many sample contracts FindLaw has to offer in our shall be subject, in your discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of such.
This underwriting agreement Representations, Warranties and Agreements of the Company. The Company represents, warrants and agrees that.
UNDERWRITING AGREEMENT. March Representations and Warranties of the Company. The Company represents and warrants to and agrees with each of the Underwriters that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no .Download