Additional Agreements Clause Example with 7 Variations from Business Contracts

Additional Agreements. (a) The Company CareTrust represents and agrees that, without the prior consent of the Representative, Representatives, it has not made and will not make any offer relating to the Shares that would constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act). 405). Each Underwriter represents and agrees that, without the 18 prior consent of the Company CareTrust and the Representative, Representatives, it has not made and will not make any offer relating to the Shares... that would constitute a free writing prospectus. Any such free writing prospectus the use of which has been consented to by the Company CareTrust and the Representative Representatives is listed on Schedule II or Schedule III hereto. 22 (b) The Company CareTrust has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company CareTrust agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company CareTrust will give prompt notice thereof to the Representative Representatives and, if requested by the Representative, Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. The representation and warranty set forth in the immediately preceding sentence does not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company CareTrust by an Underwriter expressly for inclusion therein, which information consists solely of the information set forth in Section 7(b) hereof. (d) Each of CareTrust and the Operating Partnership acknowledge and agree that (i) the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (ii) the Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to CareTrust, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. Each of CareTrust and the Operating Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters' independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to CareTrust and/or the Operating Partnership by any Underwriter's investment banking division. Each of CareTrust and the Operating Partnership acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of CareTrust. View More

Additional Agreements. (a) The Company CareTrust represents and agrees that, without the prior consent of the Representative, Representatives, it has not made and will not make any offer relating to the Shares that would constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act). Each Underwriter represents and agrees that, without the 18 prior consent of the Company CareTrust and the Representative, Representatives, it has not made and will not make any offer relating to the Shares that ...would constitute a free writing prospectus. Any such free writing prospectus the use of which has been consented to by the Company CareTrust and the Representative Representatives is listed on Schedule II or Schedule III hereto. (b) The Company CareTrust has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company CareTrust agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company CareTrust will give prompt notice thereof to the Representative Representatives and, if requested by the Representative, Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. The representation and warranty set forth in the immediately preceding sentence does not apply to statements or omissions made in reliance upon and in conformity with 25 written information furnished to the Company CareTrust by an Underwriter expressly for inclusion therein, which information consists solely of the information set forth in Section 7(b) hereof. (d) Each of CareTrust and the Operating Partnership acknowledge and agree that (i) the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (ii) the Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to CareTrust, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. Each of CareTrust and the Operating Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters' independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to CareTrust and/or the Operating Partnership by any Underwriter's investment banking division. Each of CareTrust and the Operating Partnership acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of CareTrust. View More

Additional Agreements. (a) The Company CareTrust represents and agrees that, without the prior consent of the Representative, Representatives, it has not made and will not make any offer relating to the Shares that would constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act). Each Underwriter represents and agrees that, without the 18 prior consent of the Company CareTrust and the Representative, Representatives, it has not made and will not make any offer relating to the Shares that ...would constitute a free writing prospectus. Any such free writing prospectus the use of which has been consented to by the Company CareTrust and the Representative Representatives is listed on Schedule II or Schedule III hereto. (b) The Company CareTrust has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company CareTrust agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company CareTrust will give prompt notice thereof to the Representative Representatives and, if requested by the Representative, Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. The representation and warranty set forth in the immediately preceding sentence does not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company CareTrust by an Underwriter expressly for inclusion therein, which information consists solely of the information set forth in Section 7(b) hereof. 25 (d) Each of CareTrust and the Operating Partnership acknowledge and agree that (i) the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and (ii) the Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to CareTrust, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. Each of CareTrust and the Operating Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters' independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to CareTrust and/or the Operating Partnership by any Underwriter's investment banking division. Each of CareTrust and the Operating Partnership acknowledges that each of the Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of CareTrust. View More

Additional Agreements. (a) The Each of the Company and the Company Guarantors represents and agrees that, without the prior consent of the Representative, Representatives, it has not made and will not make any offer relating to the Shares Securities that would constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act). Act Regulations). Each Underwriter Underwriter, severally and not jointly, represents and agrees that, without the 18 prior consent of the Company and the Representative, R...epresentatives, it has not made and will not make any offer relating to the Shares Securities that would constitute a free writing prospectus. Any prospectus other than a free writing prospectus listed on Schedule C hereto or a free writing prospectus that, solely as a result of the use of such free writing prospectus by such Underwriter, would not required to be filed with the Commission pursuant to Rule 433 under the Securities Act Regulations (for the avoidance of doubt, the Underwriters are authorized to use the information contained in the final term sheet prepared and filed pursuant to Section 3(b) hereof relating to the final terms of which has been consented the Securities in communications conveying information relating to by the offering to investors). (b) Each of the Company and the Representative is listed on Schedule II or Schedule III hereto. (b) The Company Guarantors has complied and will comply with the requirements of Rule Rules 164 and 433 under the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Each of the Company and the Company Guarantors agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Time of Sale Prospectus Prospectus, or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representative Representatives and, if requested by the Representative, Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. The representation and warranty set forth in the immediately preceding sentence does not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company or any of the Company Guarantors by an Underwriter expressly for inclusion therein, which information consists solely of the information set forth described as such in Section 7(b) hereof. -13- 5. Expenses. The Company and the Company Guarantors will pay or cause to be paid: (a) the fees, disbursements and expenses of the Company's and the Company Guarantors' counsel and accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (b) the cost of printing or producing of a reasonable number of each of this Agreement, any underwriting and selling group documents, a Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (c) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 3(e) hereof, including the reasonable fees, disbursements and expenses of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Memorandum (such fees, disbursements and expenses not to exceed $10,000); (d) the filing fees incident to, and the reasonable fees, disbursements and expenses of counsel for the Underwriters in connection with, securing any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Securities; (e) the fees, disbursements and expenses of the Trustee and any paying agent (including the related fees, disbursements and expenses of any counsel to such parties); (f) any fees charged by rating agencies for rating the Securities; (g) all expenses incurred by the Company and the Company Guarantors in connection with any "road show" presentation to potential investors; and (h) all other costs and expenses incident to the performance of their obligations hereunder which are not otherwise specifically provided for in this Section 5. 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Additional Agreements. (a) The Company represents and agrees that, without the prior consent of the Representative, it has not made and will not make any offer relating to the Shares that would constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act). Each Underwriter represents and agrees that, without the 18 prior consent of the Company and the Representative, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus. Any such f...ree writing prospectus the use of which has been consented to by the Company and the Representative is listed on Schedule II or Schedule III hereto. (b) The Company has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. (c) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus under "Use of Proceeds." (d) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representative and, if requested by the Representative, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. The representation and warranty set forth in the immediately preceding sentence does not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company by an Underwriter expressly for inclusion therein, which information consists solely of the information set forth in Section 7(b) hereof. 21 5. Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (a) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (b) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(a) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the "blue sky" Memorandum and the preparation, printing and delivery to the Underwriters of copies of the state securities law or "blue sky" survey and any supplements thereto (provided, however, that such Underwriters' counsel's fees shall be limited to $10,000) and any Canadian "wrapper" and any supplements thereto; (c) all fees and expenses in connection with listing the Shares on NASDAQ; (d) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Shares; (e) the cost of preparing share certificates, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Shares to the Underwriters (collectively, "Transfer Taxes") and any Transfer Taxes imposed on the resale of the Shares by the Underwriters to the initial investors; (f) the cost and charges of any transfer agent or registrar; (g) the costs and expenses of the Company and the Underwriters relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics and (e) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. View More

Additional Agreements. (a) The Company Each of the Partnership and each Selling Unitholder, severally and not jointly, represents and agrees that, without the prior consent of the Representative, Underwriter, it has not made and will not make any offer relating to the Shares Units that would constitute a "free writing prospectus" (as as defined in Rule 405 under the Securities Act). Each Act; the Underwriter represents and agrees that, without the 18 prior consent of the Company and the Representative, Partnership, it... has not made and will not make any offer relating to the Shares Units that would constitute a free writing prospectus. Any 20 prospectus; any such free writing prospectus the use of which has been consented to by the Company Partnership and the Representative Underwriter is listed on Schedule II or Schedule III hereto. 3 hereto; (b) The Company Partnership has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. legending; and (c) The Company Partnership agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company Partnership will give prompt notice thereof to the Representative Underwriter and the Selling Unitholders and, if requested by the Representative, Underwriter, will prepare and furnish without charge to each the Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. The omission; provided, however, that this representation and warranty set forth in the immediately preceding sentence does shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with written the information furnished in writing to the Company Partnership by an the Underwriter expressly for inclusion use therein, which information consists solely of the information is set forth in Section 7(b) hereof. 9(f) herein. View More

Additional Agreements. (a) The Company Each of the Partnership and the Selling Unitholder, severally and not jointly, represents and agrees that, without the prior consent of the Representative, Underwriters, it has not made and will not make any offer relating to the Shares Units that would constitute a "free writing prospectus" (as as defined in Rule 405 under the Securities Act). Each Act; each Underwriter represents and agrees that, without the 18 prior consent of the Company and the Representative, Partnership, i...t has not made and will not make any offer relating to the Shares Units that would constitute a free writing prospectus. Any prospectus; any such free writing prospectus the use of which has been consented to by the Company Partnership and the Representative Underwriters is listed on Schedule II or Schedule III hereto. 3 hereto; (b) The Company Partnership has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. legending; and (c) The Company Partnership agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company Partnership will give prompt notice thereof to the Representative Underwriters and the Selling Unitholder and, if requested by the Representative, Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. The omission; provided, however, that this representation 22 and warranty set forth in the immediately preceding sentence does shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with written the information furnished in writing to the Company Partnership by an Underwriter the Underwriters expressly for inclusion use therein, which information consists solely of the information is set forth in Section 7(b) hereof. 9(f) herein. View More