Additional Representations, Warranties and Agreements. The Purchaser and the Seller represent and warrant to, and agree with, each other that:
Additional Representations, Warranties and Agreements. Debtor represents, warrants and agrees that:
(a) Debtor has (or will have at the time Debtor acquires rights in Collateral hereafter arising) absolute title to each item of Collateral free and clear of all security interests, liens and encumbrances, except the Security Interest and the rights of quiet enjoyment of lessees under leases constituting Collateral, and will defend the Collateral against all claims or demands of all persons other than Secured Party. Debtor will not sell or otherwise dispose of the Collateral or any interest therein without the prior written consent of Secured Party. This Agreement has been duly and validly authorized by all necessary corporate action.
(b) Debtor will not permit any tangible Collateral to be located in any state (and, if county filing is required, in any county) in which a financing statement covering such Collateral is required to be, but has not in fact been, filed in order to perfect the Security Interest.
(c) Each right to payment and each instrument, document, chattel paper and other agreement constituting or evidencing Collateral is (or will be when arising or issued) the valid, genuine and legally enforceable obligation, subject to no defense, set-off or counterclaim (other than those arising in the ordinary course of business) of the account debtor or other obligor named therein or in Debtor's records pertaining thereto as being obligated to pay such obligation. Debtor will neither agree to any material modification or amendment nor agree to any cancellation (other then a cancellation available as of right to a lessee under a lease constituting Collateral) of any such obligation without Secured Party's prior written consent, and will not subordinate any such right to claims of other creditors of such account debtor or other obligor.
Additional Representations, Warranties and Agreements. ACI understands that the Client’s agreement, which is set forth in Schedule A, to issue rights to receive an aggregate of 20,000,000 Platform tokens or coins (the “Tokens”) to ACI pursuant to a Simple Agreement for Future Tokens (the “ACI SAFT”) and the Tokens may be deemed to be securities under the U.S. federal and state securities laws. ACI further understands that the offer and sale of the Tokens is intended to be exempt from registration under the Securities Act of 1933 (the “Securities Act”) and applicable U.S. state securities laws by virtue of the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereunder and exemptions under applicable U.S. state securities laws, and ACI agrees that the ACI SAFT and the Tokens may not be sold, offered for sale, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of by it in any manner that would require the Client to register them under the Securities Act or under any U.S. state securities laws. ACI represents and warrants to the Client that (i) it has received and read the March 2018 offering memorandum (“OM”) issued by the Client which describes, among other things, instruments substantially identical to the ACI SAFT, the Platform and the implications of ACI’s ability to resell the Tokens to the extent that they are deemed to be securities under the Securities Act; (ii) it has a substantive, pre-existing relationship with the Client and was not contacted by the Client or its representatives for the purpose of investing in the ACI SAFT and/or Tokens through any advertisement, article, notice or any other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees were invited by general advertising; (iii) it was not identified or contacted through the marketing of the offerings described in the OM; (iv) it did not independently contact the Client as a result of the OM or related marketing efforts; (v) the ACI SAFT and/or the Tokens were not offered to it by any form of general solicitation or general advertising; and (vi) it can bear the economic risk of the investment and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks in the ACI SAFT and/or Tokens.
Additional Representations, Warranties and Agreements. In addition to the representations, warranties and covenants in the Agreement, Counterparty and TPG each represents, warrants and agrees with the other party, as of the Trade Date and the Settlement Date, that:
(a) it is an “eligible contract participant” (as such term is defined in Section 1a(12) of the Commodity Exchange Act, as amended); and
(b) it has the financial ability to bear the economic risk of its investment in the Transaction and is an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act.
Additional Representations, Warranties and Agreements. (a) In addition to the representations, warranties and agreements in the Agreement and those contained elsewhere in this Master Confirmation, Counterparty represents and warrants to and for the benefit of, and agrees with, CS as follows:
(i) As of the Trade Date for each Transaction, Counterparty is not aware of any material nonpublic information regarding Issuer or the Shares.
(ii) Counterparty is not entering into any Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) in violation of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(iii) Counterparty is not and, after giving effect to the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
(iv) Counterparty is an “eligible contract participant” as defined in Section 1a(18) of the U.S. Commodity Exchange Act, as amended (the “CEA”), and is a “qualified investor” as that term is defined in the Exchange Act.
(b) CS represents and warrants to Counterparty that:
(i) It is an “eligible contract participant” as defined in Section 1a(18) of the CEA, and is a “qualified investor” as that term is defined in the Exchange Act.
(ii) It is a “foreign person” (as that term is used in Section 1.6041-4(a)(4) of the U.S. Treasury Regulations) for United States federal income tax purposes.
(c) Counterparty acknowledges that the offer and sale of each Transaction to it is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) thereof. Accordingly, Counterparty represents and warrants to CS that (i) it has the financial ability to bear the economic risk of its investment in each Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into each Transaction for its own account and without a view to the distribution or resale thereof, and (iv) the assignment, transfer or other disposition of any Transaction has not been and will not be registered under the Securities Act and is restricted under the Agreement, the Securities Act and state securities laws.
(d) Counterparty acknowledges that CS has inf...
Additional Representations, Warranties and Agreements. Debtor represents, warrants and agrees that:
(a) Debtor has (or will have at the time Debtor acquires rights in Collateral hereafter arising) absolute title to each item of Collateral free and clear of all security interests, liens and encumbrances, except the Security Interest and will defend the Collateral against all claims or demands of all persons other than Secured Party. Debtor will not sell or otherwise dispose of the Collateral or any interest therein without the prior written consent of Secured Party. If Debtor is a corporation, this Agreement has been duly and validly authorized by all necessary corporate action, and, if Debtor is a partnership or a limited liability company, the partner(s) or manager(s) executing this Agreement has (have) authority to act for the partnership or the limited liability company.
Additional Representations, Warranties and Agreements. (a) In addition to the representations, warranties and agreements in the Agreement and those contained elsewhere in this Confirmation, Counterparty represents and warrants to and for the benefit of, and agrees with, CS as follows:
(i) As of the Trade Date, neither Counterparty nor The Coca-Cola Company (“Parent”) is aware of any material nonpublic information regarding Issuer or the Shares.
(ii) Counterparty is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) in violation of the Exchange Act.
(iii) Counterparty is not and, after giving effect to the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
(iv) Counterparty is an “eligible contract participant” as defined in Section 1a(18) of the U.S. Commodity Exchange Act, as amended (the “CEA”), and is a “qualified investor” as that term is defined in the Exchange Act.
(b) CS represents and warrants to Counterparty that:
(i) It is an “eligible contract participant” as defined in Section 1a(18) of the CEA, and is a “qualified investor” as that term is defined in the Exchange Act.
(ii) It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes.
(c) Counterparty acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) thereof. Accordingly, Counterparty represents and warrants to CS that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account and without a view to the distribution or resale thereof, and (iv) the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is restricted under the Agreement, the Securities Act and state securities laws.
(d) Counterparty acknowledges that CS has informed Counterparty that CS is a “f...
Additional Representations, Warranties and Agreements. The Service Provider represents, warrants, and covenants that:
(a) Service Provider and all its agents and employees shall comply with: (i) all applicable federal and state laws in conducting its and their activities related to this Agreement including, without limitation, all federal and state securities laws; (ii) all rules, regulations and interpretations by governmental and regulatory bodies and self-regulatory organizations having jurisdiction, including, without limitation, the Financial Industry Regulatory Authority ("FINRA"), formerly known as the National Association of Securities Dealers, Inc.; (iii) all applicable rules, regulations and procedures of the NSCC (subject to any limitations contained herein or in Schedule 4 to this Agreement) if and to the extent Service Provider uses the NSCC for effecting purchases and redemptions of Shares through NSCC; (iv) all federal and state banking laws, if applicable; (v) ERISA; and (vi) the Code; and any successor law, rule, regulation or interpretation to the foregoing;
(b) The Service Provider is authorized to enter into this Agreement;
(c) The Service Provider is registered with the SEC as a broker-dealer pursuant to the Securities Exchange Act of 1934 (the "1934 Act"), is a member in good standing of FINRA, and is qualified to conduct business under the laws of any applicable state in which the Shares may be sold; or is not a broker or dealer and is not required to be registered as a broker-dealer under the 1934 Act or any state securities laws in order to enter into and perform the services, and receive the fees, set forth in this Agreement;
(d) Service Provider is not acting as a "principal underwriter" to the Funds as that term is defined in the 1940 Act;
(e) Service Provider will distribute Fund Prospectuses, SAIs, shareholder reports, proxy materials and other shareholder communications to Customers in accordance with applicable regulatory requirements and in accordance with applicable required time frames, except to the extent the Distributor expressly undertakes in writing to do so;
(f) Any information Service Provider provides to Customers concerning the Funds will be based on information contained in and accurately derived from the Prospectus or SAI for the Funds, or on promotional materials or sales literature that the Distributor furnishes to the public or has been previously approved by the Distributor;
(g) Each order submitted for a transaction in Shares shall be for the accounts of Custo...
Additional Representations, Warranties and Agreements. You represent and warrant that (a) you have the right to enter into this Agreement, (b) you are at least 18 years of age, (c) you understand that no credit insurance is offered with this Agreement, and (d) the Vehicle is not stolen, has no liens or encumbrances against it, and that you will not attempt to transfer any interest in the Vehicle or seek a duplicate certificate of title to the Vehicle until any balance owed on this Agreement is paid in full and you close your Account. You agree that: (i) you will not permanently remove the Vehicle from your current state of residence while any balance remains unpaid under this Agreement, (ii) you will notify us immediately in writing at the address shown at the beginning of this Agreement of any change of your residence address or telephone number, and you will provide us all such other information that we may need from time to time to keep our records up to date; and (iii) you will not use the proceeds of any loan under this Agreement to pay any fee, finance charge, or other amount that you owe to any third party in connection with any payday loan.
Additional Representations, Warranties and Agreements. Each Debtor further represents, warrants and agrees that:
(a) Such Debtor has (or will have at the time such Debtor acquires rights in Collateral hereafter arising) and will maintain absolute title to each item of its Collateral free and clear of all security interests, liens and encumbrances, except the Security Interest and Permitted Liens (as hereinafter defined). Such Debtor will defend its Collateral against all claims or demands of all persons other than Secured Party and any holders of Permitted Liens. From and after the date of this Agreement, such Debtor will not sell, encumber or otherwise dispose of its Collateral or any interest therein. Notwithstanding anything herein stated, until the revocation by Secured Party of such Debtor's right to do so, which may be effected upon the occurrence of an Event of Default under Section 6 and during the continuance thereof, such Debtor may sell any inventory or obsolete or worn-out equipment constituting its Collateral in the ordinary course of business. As used herein, the term "Permitted Liens" shall mean (i) liens under conditional sales contracts, title retention agreements or other purchase money security agreements (including without limitation capitalized leases) securing indebtedness incurred in connection with the acquisition of machinery and equipment, provided that the indebtedness secured by any such liens shall not exceed the fair market value of the assets subject thereto and such liens shall not encumber any property of such Debtor other than the assets acquired subject thereto, (ii) liens for taxes and other governmental charges not yet due or which are being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which adequate reserves have been established in accordance with generally accepted accounting principles, (iii) liens in respect of pledges or deposits under worker's compensation laws or similar legislation, (iv) carriers', warehousemen's, mechanics', laborers', materialmen's, landlords' and similar statutory liens securing obligations incurred by such Debtor in the ordinary course of business which are not yet due or which are being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which adequate reserves have been established in accordance with generally accepted accounting principles, and (v) the senior interest of Conseco Bank, Inc. in the Reserve Account, as defined in the Rev...
