Any certificate signed by the Trustee and delivered to the Representatives or counsel for the Underwriters underwriting agreement ofac representation connection with the offering of the Units shall be deemed a representation and warranty by the Trust, as to matters covered thereby, to each Underwriter.
This type of initial screening takes minutes, can be relatively inexpensive, and should be documented for the permanent lease file. 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.
Include some form of Prohibited Persons screening at the initial stages of a potential leasing transaction. What steps can a landlord or tenant take to avoid entering into a prohibited leasing transaction? In the event of any violation of this section, Landlord shall be entitled to immediately terminate this Lease and take such other actions as are permitted or required to be taken under law or in equity.
The outstanding capital stock of the Company, including the Preferred Stock, conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform to the rights set forth in the instruments defining the same.
What can landlords and tenants do to ensure they avoid costly OFAC enforcement actions?
For example, you can narrow by: For example, a declaration is prohibited if i the boycott laws of third countries name the specific target countries of applicable boycotts, ii it provides declarations that all laws regarding the boycott of a specific third country will be complied with or iii it generally provides that all boycott laws will be complied with.
Issuer's counsel typically push to have the knowledge qualifier apply to a broader group of the subject parties for example, not only the employees and agents but also the directors and officers.
Except as described in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus, there are no options, warrants, preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any Trust Units or securities convertible into or exchangeable for Trust Units.
The shares of Class B common stock outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable.
The Company covenants with each Underwriter and the Selling Shareholder as follows: The Trust has not taken, directly or indirectly, any action designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Trust in connection with the offering of the Units.
Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus underwriting agreement ofac representation the Act, the Act Regulations, the Act or the Act Regulations.
The Company is duly registered as a bank holding company and a financial holding company under the Bank Holding Company Act ofas amended. The Trust Units conform in all material respects to the descriptions thereof contained in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus.
Other than as described in the Pricing Prospectus, to the knowledge of the Company, no party has materially infringed, misappropriated or otherwise violated any Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries.
Banks have to consider two types of OFAC obligations: Department of the Treasury website, it is a prudent business practice to run a Prohibited Persons search on any potential party with which a landlord or tenant intends to enter into a transaction. The Trust has taken all necessary action to ensure that, upon and at all times after the filing of the Registration Statement, the Trust will be in compliance in all material respects with all applicable and effective provisions of the Sarbanes-Oxley Act of and the rules and regulations promulgated in connection therewith and the rules of The New York Stock Exchange that are effective and applicable to the Trust.
All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided.
The Company and its subsidiaries are in compliance in all material respects with all laws administered by the Regulatory Agencies. This trend is no doubt driven in part by the recent surge in huge settlements obtained by U.
Federal Tax Considerations for Non-U. Neither the Company nor its subsidiary has received written notice of a claim of infringement, misappropriation or other violation of the intellectual property of a third party; ee The financial statements filed with the Commission as a part of the Registration Statement and included in the Pricing Disclosure Package present fairly in all material respects the consolidated financial position of the Company and its subsidiary as of and at the dates indicated and the results of their operations and cash flows for the periods specified.
Provisions Intended to Obtain Assurance That Loan Proceeds Will Not Be Used for the Benefit of a Sanctioned Party or a Sanctioned Country The Borrower will not, directly or indirectly, use the proceeds of the Loan or lend, contribute, or otherwise make available such proceeds to any Subsidiary, other Affiliate of the Borrower, joint venture partner, or other Person to fund or facilitate any activities of or business or transaction with any Embargoed Person or any activities or business in any Sanctioned Country, or in any other manner that would result in a violation of any sanctions administered or enforced by OFAC, the U.
The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. Representations and Warranties of the Selling Stockholders.
Such registration statement has become effective under the Act. Permissible actions include i factual statements about the past and ii declarations regarding boycotts that are recognized by Germany, the EU or the UN.
Any statistical and market-related data included in the Registration Statement, the General Disclosure Package or the Prospectus, if any, are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate and, to the extent required, the Company has obtained the written consent to the use of such data from such sources.UNDERWRITING AGREEMENT provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership or the Trust through the Representatives by or on behalf of any Office of Foreign Assets Control.
This agreement shall automatically terminate upon the earliest to occur, if any, of (a) the date that the Company advises the Representative, in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (b) the date of termination of the Underwriting Agreement if prior to the closing of the.
When negotiating underwriting and purchase agreements for securities offerings by German issuers, legal advisers face conflicting requirements under U.S.
economic sanctions laws administered by the Office of Foreign Assets Control (OFAC) and the anti-boycott statutes under German and EU law. First American Title Insurance Company NAStandard (AGENTS ONLY) by the Office of Foreign Assets Control, a division of the US Department of the Treasury (“OFAC”).
While Escrow is not within the scope of Issuing Agents’ underwriting agreements (and therefore, the. Mortgage Lending and Servicing.
Contents. 1 Regulatory Compliance; 2 Government Agencies and GSEs; Underwriting and delegated underwriting agreements; We are able to leverage our attorneys’ knowledge of regulatory compliance and transactional work to augment our representation of clients in litigation prosecution and defense.
Underwriting Agreement - This Underwriting Agreement Involves Hershey Co, Hershey Company however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an (“OFAC”); and the Company will not, directly or.Download