Covenants and Representations of the Agents Sample Clauses

Covenants and Representations of the Agents. (a) The Agents have complied and will comply, and shall require any other Selling Firm with which the Agents have a contractual relationship in respect of the Distribution of the Qualified Securities to comply, with Applicable Securities Laws in connection with the Distribution of the Qualified Securities, shall ensure that each Selling Firm agrees to comply with the covenants and obligations given by the Agents herein, to the extent applicable, and shall offer the Qualified Securities for sale to the public in the Selling Jurisdictions directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Agents agree to obtain such an agreement of each Selling Firm. The Agents have offered and will offer, and shall require any Selling Firm to offer, for sale to the public and sell the Qualified Securities only in those jurisdictions where they may be lawfully offered for sale or sold.
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Covenants and Representations of the Agents. 6.1 SGMP and Xxxx each (for and on behalf of itself and the other members of the Selling Group) represents and warrants to, and covenants with, the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in acting hereunder that SGMP and Xxxx and each other member of the Selling Group, as applicable: has complied and will comply, and shall require any other member of the Selling Group to comply, with Securities Laws in connection with the distribution of the Offered Securities and the Additional Securities, shall ensure that each member of the Selling Group agrees to comply with the covenants and obligations given by the Agents herein, to the extent applicable, and shall offer the Offered Securities and the Additional Securities in the Selling Jurisdictions directly and through the Selling Group only upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Agents agree to obtain such an agreement of each member of the Selling Group. The Agents have offered and will offer, and shall require any member of the Selling Group to offer, and sell the Offered Securities and the Additional Securities only in the Selling Jurisdictions where they may be lawfully offered for sale or sold; by its execution of this Agreement, certify that they are not a person or company in respect of which the Corporation is a "connected issuer" or a "related issuer" within the respective meanings of those terms in National Instrument 33-105 ±Underwriting Conflicts; shall use all commercially reasonable best efforts to complete and to cause the members of the Selling Group to complete the distribution of the Offered Securities and the Additional Securities as soon as practicable and the Agents shall advise the Corporation in writing when, in the opinion of the Agents, they have completed the distribution of the Offered Securities and the Additional Securities and provide a breakdown of the number of Offered Securities and the Additional Securities distributed and proceeds received in each of the Selling Jurisdictions where such breakdown is required for the purpose of calculating fees payable to, or making filings with, the Securities Commissions (which breakdown shall be provided not later than three Business Days prior to the applicable fee payment deadline); shall, provided it is otherwise satisfied, acting reasonably, execute and deliver to the Corporation, the certificate required to be execut...
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Covenants and Representations of the Agents. The Agents (for and on behalf of the Agents and the other members of the Selling Group) hereby confirm to the Corporation that the covenants of the Agents set forth in Article 4 of the Agency Agreement shall continue to apply in connection with the Supplemental Offering.
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Covenants and Representations of the Agents. 3.1 Each of the Agents covenants with the Company that it will (and will use its commercially reasonable efforts to cause the members of the Selling Group, if any, to):
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Covenants and Representations of the Agents. 3.1 Each Agent severally covenants with the Company that it will (and will use its commercially reasonable efforts to cause the members of the Sub-Agency Group to):
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Covenants and Representations of the Agents. (a) The Agents have complied and will comply, and shall require any other Selling Firm with which the Agents have a contractual relationship in respect of the Distribution of the Units (including, for the avoidance of doubt, the U.S. Selling Group Members) to comply, with Applicable Securities Laws in connection with the Distribution of the Units, including the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule B to this Agreement, shall ensure that each Selling Firm and each U.S. Selling Group Member agrees to comply with the covenants and obligations given by the Agents herein, to the extent applicable, and shall offer the Units for sale to the investors in the Selling Jurisdictions directly and through Selling Firms and U.S. Selling Group Members upon the terms and conditions set out in the Prospectus and this Agreement. The Agents agree to obtain such an agreement of each Selling Firm and U.S. Selling Group Member. The Agents have offered and will offer, and shall require any Selling Firm and any U.S. Selling Group Member to offer for sale to the public and sell the Units only in those jurisdictions where they may be lawfully offered for sale or sold.
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Covenants and Representations of the Agents. 3.1 Each of the Agents severally covenants with the Company that it will:
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Covenants and Representations of the Agents. (a) Each Agent has complied and will comply, and shall require any other Selling Firm with which the Agent has a contractual relationship in respect of the Distribution of the Offered Units and/or Additional Warrants (including, for the avoidance of doubt, the U.S. Selling Group Member) to comply, with Applicable Securities Laws in connection with the Distribution of the Offered Units and/or Additional Warrants including the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule “B” to this Agreement, shall ensure that each Selling Firm agrees to comply with the covenants and obligations given by the Agents herein, to the extent applicable, and shall offer the Offered Units and/or Additional Warrants for sale to the public in the Selling Jurisdictions directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Agents agree to obtain such an agreement of each Selling Firm. Each Agent has offered and will offer, and shall require any Selling Firm to offer, for sale to the public and sell the Offered Units and/or Additional Warrants only in those jurisdictions where they may be lawfully offered for sale or sold.
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Covenants and Representations of the Agents 
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Related to Covenants and Representations of the Agents

  • Covenants and Representations Notwithstanding anything to the contrary in this Agreement or otherwise, (i) CEOC, on behalf of itself and the Debtors, shall cause the Company to perform each obligations, covenant, undertaking and agreement in this Agreement, and to cause the Company’s representations and warranties in this Agreement to be true, complete and correct as of the times given and shall be liable for all obligations not satisfied or performed by the Company, (ii) all obligations, covenants, undertakings and agreements of the Preferred Backstop Investors to the Company shall apply only after the Company has been properly incorporated and formed in accordance with the Plan and (iii) the Company shall be deemed to give the representations and warranties with respect to itself and contained in Section 3 only on the Effective Date and on the date that it has been properly incorporated and formed in accordance with the Plan.

  • Survival of Covenants and Representations All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the Notes.

  • Independence of Covenants and Representations and Warranties All covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain covenant, the fact that such action or condition is permitted by another covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached shall not affect the incorrectness of or a breach of a representation and warranty hereunder.

  • REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY The Company represents, covenants and warrants that:

  • Representations, Warranties, Covenants and Agreements of the Debtors Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Parties as follows:

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • Covenants, Representations and Warranties of the Company The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.

  • General Representations, Covenants and Warranties To induce each Revolving Credit Lender to establish the credit facility contemplated herein and to induce the Revolving Credit Lenders to provide loans and advances under the Revolving Credit (each of which loans shall be deemed to have been made in reliance thereupon) the Borrowers, in addition to all other representations, warranties, and covenants made by any Borrower in any other Loan Document, make those representations, warranties, and covenants included in this Agreement.

  • Covenants, Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

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