Additional Representations of the Purchasers Sample Clauses

Additional Representations of the Purchasers. Each Purchaser further severally represents that such Purchaser (a) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Notes, (b) has conducted its own investigation of the Issuer, the Company and the terms of the Notes, (c) has access to the Company’s public filings with the SEC and to such financial and other information as such Purchaser deems necessary to make its decision to purchase the Notes, (d) has been offered the opportunity to ask questions of the Issuer and the Company and received answers thereto, all as such Purchaser deems necessary in connection with such Purchaser’s decision to purchase the Notes and (e) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment.
Sample 1
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Additional Representations of the Purchasers. (a) Each Purchaser represents that (i) it is an "accredited investor" as such term is defined in Rule 501 promulgated under the 1933 Act, (ii) its financial situation is such that it can afford to bear the economic risk of holding the Notes and Conversion Shares for an indefinite period of time and suffer complete loss of its investment in the Notes and Conversion Shares, (iii) its knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of its purchase of the Notes and Conversion Shares as contemplated by this Agreement, (iv) it understands that the Notes and Conversion Shares are a speculative investment, (v) it understands and has taken cognizance of all the risk factors related to the purchase of the Notes and Conversion Shares, (vi) in making its decision to purchase the Notes and Conversion Shares hereunder, the Purchaser has relied upon independent investigations made by it and, to the extent believed by it to be appropriate, the Purchaser's representatives, including the Purchaser's own professional tax and other advisors, (vii) no representations have been made to the Purchaser concerning the Notes, Conversion Shares or the Company except as set forth herein, in the Schedules hereto and the Exhibits hereto or in a document delivered pursuant hereto or thereto, (viii) the purchase of the Notes and Conversion Shares by it has been duly and properly authorized and this Agreement has been duly executed by it or on its behalf; (ix) the purchase of Notes and Conversion Shares does not violate its charter, Bylaws or any law, regulation or court order applicable to it; and (x) the purchase of Notes and Conversion Shares does not impose any penalty or other onerous condition on such Purchaser under or pursuant to any applicable law or governmental regulation.
Sample 1
Additional Representations of the Purchasers. In addition to the representations and warranties made in Section 2.1 hereof, each of the Purchasers, severally and not jointly, hereby represents, warrants and covenants to NCEH that:
Sample 1
Additional Representations of the Purchasers. In addition to the represents and warrants set out in Section 3.1, each of the Purchasers represents and warrants to the other parties as follows and acknowledges that the other parties are relying upon such representations and warranties in connection with the matters contemplated by this Agreement: (a) the Purchasers are the registered and beneficial owner of the Surge Transferred Shares and the Surge Cancelled Shares (collectively, the “Surge Shares”); (b) the Surge Shares are validly issued and outstanding as fully paid and non-assessable in the capital of Surge and are free and clear of all liens, charges and encumbrances; (c) no person, firm, corporation or entity of any kind has or will have any agreement or option or any right capable at any time of becoming an agreement to: (i) purchase or otherwise acquire the Surge Shares, (ii) require the Purchasers to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Surge Shares other than under this Agreement, and (iii) neither the making of this Agreement, the completion of the transactions contemplated by it, nor the performance of or compliance with its terms will result in the creation or imposition of any lien, claim, charge, encumbrance or restriction of any nature in favour of a third party upon or against the Surge Shares or the violation of any law or regulation, any municipal bylaw or ordinance or any order or decree of any court or tribunal to which Surge is subject which could prevent the due and valid transfer of the Surge Shares as provided in this Agreement.
Sample 1
Additional Representations of the Purchasers. You further represent that you (a) have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Notes, (b) have conducted your own investigation of the Issuer, the Company and the terms of the Notes, (c) have access to the Company’s public filings with the SEC and to such financial and other information as you deem necessary to make your decision to purchase the Notes, (d) have been offered the opportunity to ask questions of the Issuer and the Company and received answers thereto, all as you deem necessary in connection with your decision to purchase the Notes and (e) have the ability to bear the economic risks of your prospective investment and can afford the complete loss of such investment.
Sample 1
Additional Representations of the Purchasers. That (a) it is an "accredited investor" as such term is defined in Rule 501 promulgated under the 1933 Act, and either individually or together with its parent has assets in excess of $100 million, (b) its financial situation is such that it can afford to bear the economic risk of holding the Common Shares for an indefinite period of time and suffer complete loss of its investment in the Common Shares, (c) its knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of its purchase of the Common Shares as contemplated by this Agreement and (d) the purchase of the Common Shares by it has been duly and properly authorized and this Agreement has been duly executed by it or on its behalf.
Sample 1
Additional Representations of the Purchasers. Each Purchaser further represents that it (a) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Bonds, (b) has conducted its own investigation of the Company and the terms of the Bonds, (c) has had access to Westar Energy’s public filings with the SEC and to such financial and other information as it deems necessary to make its decision to purchase the Bonds, (d) has been offered the opportunity to ask questions of the Company and received answers thereto, all as such Purchaser deems necessary in connection with its decision to purchase the Bonds and (e) has the ability to bear the economic risks of such Purchaser’s prospective investment and can afford the complete loss of such investment.
Sample 1
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Related to Additional Representations of the Purchasers

  • Representations of the Purchasers Each Purchaser represents as follows:

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following: Any recorded Notice of Default affecting the Property; Any delinquent amounts due under any loan secured by the Owner or other obligations affecting the Property; Any bankruptcy, insolvency, or similar proceeding affecting the Property; Any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that does or may affect the Property or Owner’s ability to lease the Property or transfer possession of ownership; and Any current, pending, or proposed special assessments affecting the Property. The Owner shall promptly notify the Agent in writing if the Owner becomes aware of any of the aforementioned items in this Section during the Term of this Agreement.

  • Additional Representations and Warranties of the Trustee (a) The Trustee shall be deemed to represent and warrant to the Company as of the Closing Date and on each date on which information is provided to the Company under Sections 12.01, 12.02(b) or 12.03 that, except as disclosed in writing to the Company prior to such date: (i) it is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other Securitization Transaction due to any default of the Trustee; (ii) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its trustee obligations under this Agreement or any other Securitization Transaction as to which it is the trustee; (iii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it that would be material to Certificateholders; (iv) there are no relationships or transactions (as described in Item 1119(b) of Regulation AB) relating to the Trustee with respect to the Company or any sponsor, issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other material transaction party (as each of such terms are used in Regulation AB) relating to the Securitization Transaction contemplated by the Agreement, as identified by the Company to the Trustee in writing as of the Closing Date (each, a "Transaction Party") that are outside the ordinary course of business or on terms other than would be obtained in an arm's length transaction with an unrelated third party, apart from the Securitization Transaction, and that are material to the investors' understanding of the Certificates; and (v) the Trustee is not an affiliate (as contemplated by Item 1119(a) of Regulation AB) of any Transaction Party. The Company shall notify the Trustee of any change in the identity of a Transaction Party after the Closing Date. (b) If so requested by the Company on any date following the Closing Date, the Trustee shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date of such confirmation, provide the pertinent facts, in writing, to the Company. Any such request from the Company shall not be given more than once each calendar quarter, unless the Company shall have a reasonable basis for questioning the accuracy of any of the representations and warranties.

  • Additional Representations Section 3 is hereby amended by adding the following additional subsections:

  • Additional Representations and Warranties of the Seller The Seller shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Subsection 34.03 that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Seller is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Seller; (ii) the Interim Servicer has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Interim Servicer as servicer has been disclosed or reported by the Seller; (iv) no material changes to the Interim Servicer's policies or procedures with respect to the servicing function it will perform under the Interim Servicing Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Interim Servicer's financial condition that could have a material adverse effect on the performance by the Interim Servicer of its servicing obligations under the Interim Servicing Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Seller, Interim Servicer, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Seller, Interim Servicer, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.

  • 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.

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • REPRESENTATIONS OF THE ASSIGNEE The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA.

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