No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
GAAP have been created in the financial statements of the Companyand no unpaid tax deficiency has been determined adversely to the Company or any of its subsidiaries which has had nor does the Company nor any of its subsidiaries have any notice or knowledge of any unpaid underwriting agreement facebook login deficiency which could reasonably be expected to be determined adversely to the Company or its subsidiaries and which would reasonably be expected to have a material adverse effect.
A firm commitment underwriting agreement is the most desirable for the underwriting agreement facebook login because it guarantees them all of their money right away. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: Representations and Warranties of the Company.
Any free writing prospectus that the Company is required to file pursuant to Rule d under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.
Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule d a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
The more in demand the offering is, the more likely it is that it will be done on a firm commitment basis. All or None Agreement With an all or none underwriting, the issuer has determined that it must receive the proceeds from the sale of all of the securities.
The lower the demand for an issue, the greater likelihood that it will be done on a best efforts basis. Terms of Public Offering. The Company represents and warrants to and agrees with each of the Underwriters that: A to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or B in any other manner that will result in a violation of Sanctions by any Person including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise.
Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately However, poor market conditions is not a qualifying condition.
The Company shall enter into an underwriting agreement with the managing underwriter sif any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company.
If all underwriting agreement facebook login the securities are sold, the proceeds will be released to the issuer. Covenants of the Underwriters. The relative benefits received by the Sellers on the one hand and the Underwriters on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares before deducting expenses received by each Seller and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares.
All standby underwritings are done on a firm commitment basis. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement.
Any shares or bonds in a best efforts underwriting that have not been sold will be returned to the issuer.
The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders.
Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice.
The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters.The underwriting agreement states that the Bank of China will serve as the bookrunner of the panda bond issue,' the DOF said.
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Underwriting Agreement for CONSOLIDATED EDISON CO OF NEW YORK INC, Consolidated Edison Company of New York, Inc. - Sample agreements, legal documents, and contracts from RealDealDocs. Underwriting Agreement - This Underwriting Agreement Involves Capital One Auto Finance Inc, Capital One Auto Receivables Llc, Wachovia Capital Markets Llc, Banc Of America Securities Llc, Merrill Lynch Pierce Fenner Smith Incorporated.
An underwriting agreement contains an agreement to sell and buy offered shares, the underwriting discount and commission, representations and warranties of the parties, certain covenants, expense allocation and indemnification provisions.
An underwriting agreement is a contract between a group of investment bankers in an underwriting syndicate and the issuer of a new securities offering.Download