Additional Representations and Warranties [and Undertakings] Sample Clauses

Additional Representations and Warranties [and Undertakings]. The Issuer hereby represents and warrants to the Managers that as at the date hereof (i) no event has occurred which would render untrue or incorrect any of the representations and warranties of the Issuer contained in Clause 3.01 of the Dealership Agreement, (ii) that the conditions set out in Clause 2.03 of the Dealership Agreement have been satisfied or, other than with respect to the condition in paragraph (c) thereof, waived, (iii) that the relevant Prospectus contains all material information relating to the assets and liabilities, financial position, profits and losses of the Issuer and nothing has happened or is expected to happen which would require such document to be supplemented or updated, (iv) that the execution and delivery of this Agreement and the issuance of the Covered Bonds (and compliance with the terms hereof) do not and, as of the Issue Date, will not conflict with or result in a breach of any material agreement or instrument to which it is a party or by which it or any of its properties is bound, and (v) the Time of Sale Information, as of the Time of Sale, did not, and as of the Issue Date will not, contain any 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 under which they were made, not misleading and the Final Prospectus, as of the date of the Final Terms did not, and as of the Issue Date will not, contain any 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 under which they were made, not misleading, provided that the Issuer makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Manager furnished to the Issuer in writing by such Manager expressly for use and contained in the Time of Sale Information or the Final Prospectus, or any supplement or amendment thereto, it being understood and agreed that the only such information consists of the following: [ ] in the Time of Sale Information and the Final Prospectus (the “Manager Information”); it being understood that, notwithstanding any provision to the contrary herein or in the Dealership Agreement, the parties hereto agree that this subclause 4(a)(v) shall replace subclause 3.01(f) of the Dealership Agreement in its entirety solely in respect of the Covered Bonds.
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Additional Representations and Warranties [and Undertakings]. The Issuer hereby represents and warrants to the Managers that as at the date hereof (i) no event has occurred which would render untrue or incorrect any of the representations and warranties of the Issuer contained in Clause 3.01 of the Dealership Agreement, (ii) that the conditions set out in Clause 2.03 of the Dealership Agreement have been satisfied or, other than with respect to the condition in paragraph (c) thereof, waived, (iii) that the relevant Prospectus contains all material information relating to the assets and liabilities, financial position, profits and losses of the Issuer and nothing has happened or is expected to happen which would require such document to be supplemented and (iv) there is no adverse change in the condition (financial or otherwise) or general affairs or prospects of the Issuer from that set forth in the Prospectus and the Disclosure Documents.
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Additional Representations and Warranties [and Undertakings]. [Consider carefully any additional representations and warranties and/or undertakings which may be required in relation to the Notes.]
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Additional Representations and Warranties [and Undertakings]. The Issuer hereby represents and warrants to the Managers that as at the date hereof (i) no event has occurred which would render untrue or incorrect any of the representations and warranties of the Issuer contained in Clause 3.01 of the Dealership Agreement, (ii) that the conditions set out in Clause 2.03 of the Dealership Agreement have been satisfied or, other than with respect to the condition in paragraph (c) thereof, waived, (iii) that the relevant Prospectus [(which, for greater certainty, includes for the purposes of this subclause 4(a), [insert details of any applicable supplemental prospectus])] contains all material information relating to the assets and liabilities, financial position, profits and losses and prospects of the Issuer and nothing has happened or is expected to happen which would require such document[s] to be [further] supplemented or updated and (iv) there is no material adverse change in the condition (financial or otherwise) or general affairs or prospects of the Issuer from that set forth in the Prospectus [, as supplemented] and the Disclosure Documents.
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Additional Representations and Warranties [and Undertakings]. [The following clause[s] shall be deemed inserted into the Dealer Agreement as clause [4.1(cc)][, 4.1(dd)] [and clause [4.1(ee)], respectively]: [Offering Materials: the information relating to the Issuer, the Guarantor, the Group, the Notes and the Guarantee contained in the written offering materials used (and approved in writing by the Issuer and the Guarantor for such use) in the investor presentations relating to the issue of the Notes were true and accurate in all material respects and not misleading.] * [Consider carefully any additional representations and warranties and/or undertakings which may be required in relation to the Notes.]
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Additional Representations and Warranties [and Undertakings]. (a) The Issuer hereby represents and warrants to the Managers that as at the date hereof
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Additional Representations and Warranties [and Undertakings]. (a) The Issuer hereby represents and warrants to the Managers that as at the date hereof (i) no event has occurred which would render untrue or incorrect any of the representations and warranties of the Issuer contained in Section 3.01 of the Dealership Agreement, (ii) that the conditions set out in Section 2.05 of the Dealership Agreement have been satisfied or waived, (iii) that the Offering Memorandum contains all material information relating to the assets and liabilities, financial position, profits and losses of the Issuer and nothing has happened or is expected to happen which would require such document to be supplemented, and (iv) there is no material adverse change in the condition (financial or otherwise) or general affairs or prospects of the Issuer from that set forth in the Time of Sale Information together with the Final Terms. (b) The Guarantor hereby represents and warrants to the Managers that as at the date hereof
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Additional Representations and Warranties [and Undertakings]. 4.1 For the purposes solely of the Notes, Clause 3.1 of the Dealership Agreement is amended by the addition of the following as new Sub clauses at the end of Clause 3.1: 4.2 For the purposes of the Notes, Clause 3.2 of the Dealership Agreement is amended by the addition of the following as new Sub clauses at the end of Clause 3.2: 4.3 For the purposes solely of the Notes, Clause 3.3 of the Dealership Agreement is amended by the addition of the following as new Subclauses at the end of Clause 3.3: 4.4 The definition of “Prospectus” in Clause 1.1 of the Dealership Agreement shall be deleted and all references in the Dealership Agreement to “Prospectus” shall be to the Offering Memorandum and (other than in the case of any reference to the “Prospectus” in clauses 3.1(z), 3.2(bb), 3.3(r) or 3.3(w) of the Dealership Agreement) the Disclosure Package.
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Additional Representations and Warranties [and Undertakings]. [Consider carefully any additional representations and warranties and/or undertakings which may be required in relation to the Notes.] [Where an issue of Notes is structured on a “retention” (as opposed to “pot”) basis, the Lead Manager should consider carefully whether any amendment needs to be made to paragraph 2.3.3 of Schedule 2 to the Dealer Agreement.]
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Related to Additional Representations and Warranties [and Undertakings]

  • Additional Representations and Warranties (A) Each Receivable is being serviced by TMCC as of the Closing Date; (B) as of the Cutoff Date, each Receivable is secured by a new or used car, crossover utility vehicles, light-duty truck or sport utility vehicle; (C) no Receivable was more than 29 days past due as of the Cutoff Date; and (D) as of the Cutoff Date, no Receivable was noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.

  • Warranties and Representations 9.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

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