Additional Representations and Warranties [and Undertakings] Sample Clauses

Additional Representations and Warranties [and Undertakings]. (a) The Issuer hereby represents and warrants to the Managers that as at the date hereof

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 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.

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 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.

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.]

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 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.

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 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 2.03(c) thereof, waived, (iii) that the relevant Prospectus contains all necessary information which is material to an investor for making an informed assessment of the assets and liabilities, profits and losses, financial position and prospects of the Issuer and the Guarantor, the rights attaching to the Covered Bonds, the reasons for the issuance and its impact on 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 Prospectus and the Disclosure Documents.

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 relevant Prospectus contains the necessary information which is material to an investor for making an informed assessment of the assets and liabilities, profits and losses, financial position and prospects of the Issuer, the rights attaching to the Covered Bonds, the reason for the issuance and its impact on 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 and its consolidated subsidiaries taken as a whole that is material in the context of the Programme or the issue of the Covered Bonds from that set forth in the Offering Document.

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 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 Prospectus [(which, for greater certainty, includes for the purposes of this subclause 4(a), [insert details of any applicable prospectus supplements])] contains all necessary information which is material to an investor for making an informed assessment of the assets and liabilities, profits and losses, financial position and prospects of the Issuer, the rights attaching to the Covered Bonds, the reasons for the issuance and its impact on the Issuer and nothing has happened or is expected to happen which would require such document[s] to be [further] 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 Prospectus [, as supplemented] and the Disclosure Documents.

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.]

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: