Deemed Representations and Warranties. The Company hereby agrees that each acceptance by it of an offer to purchase Shares hereunder shall be deemed to be (i) an affirmation to the Agents that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date and (ii) an undertaking that such representations and warranties will be true and correct as of the Time of Sale and the Settlement Date for the Shares relating to such acceptance as though made at and as of each of such dates (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of such acceptance, such Time of Sale or such Settlement Date, as the case may be).
Deemed Representations and Warranties. (i) To the extent State Street is required to give (or is deemed to have given) any representation or warranty to a third party relating to any BTC Recipient or its Customers in order to complete the relevant transaction in connection with the issuance or transmission of trade notifications, confirmations and/or settlement instructions, whether using facsimile transmission, industry messaging utilities and/or the proprietary software of Third-Party Providers, clearing agencies, depositories and other securities systems, such BTC Recipient will be deemed to have made such representation or warranty to State Street, except to the extent that any breach or alleged breach of such representation or warranty results from State Street’s failure to perform its obligations under any Service Module in accordance with the Standard of Care.
(ii) To the extent that State Street is required to give (or will be deemed to give) any such representation or warranty relating to the BTC Recipients or their Customers other than in accordance with normal market practices it will notify and obtain the written consent of the BTC Recipients in advance of giving such representation or warranty.
(iii) State Street will provide each BTC Recipient with a quarterly report setting forth all actions taken on behalf of such BTC Recipient under this Section 5.1(d).
Deemed Representations and Warranties. (i) To the extent Provider is required to give (or is deemed to have given) any representation or warranty to a third party relating to any Lending Fund in order to complete the relevant transaction in connection with the issuance or transmission of trade notifications, confirmations and/or settlement instructions, whether using facsimile transmission, industry messaging utilities and/or the proprietary software of Third Party Providers, clearing agencies, depositories and other securities systems, such Lending Fund will be deemed to have made such representation or warranty to Provider, except to the extent that any breach or alleged breach of such representation or warranty results from Provider’s failure to perform its obligations hereunder in accordance with the Standard of Care.
(ii) To the extent that Provider is required to give (or will be deemed to give) any such representation or warranty relating to the Lending Funds other than in accordance with normal market practices, it will notify and obtain the written consent of the Lending Funds (or BTC, on behalf of the Lending Funds) in advance of giving such representation or warranty.
(iii) Provider will provide each Lending Fund with a quarterly report setting forth all actions taken on behalf of such Lending Fund under this Section 6.1(d).
Deemed Representations and Warranties. The Partnership hereby agrees that each acceptance by it of an offer to purchase Units hereunder shall be deemed to be (i) an affirmation to BMOCM that the representations and warranties of the Partnership contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date and (ii) an undertaking that such representations and warranties will be true and correct as of the Time of Sale and the Settlement Date for the Units relating to such acceptance as though made at and as of each of such dates (provided, however, that any references to the “Registration Statement,” the “Prospectus” or the “Incorporated Documents” in such representations and warranties shall be deemed, in each case, to refer to the “Registration Statement,” the “Prospectus” or the “Incorporated Documents,” as applicable, as amended or supplemented to the date of such acceptance, such Time of Sale or such Settlement Date, as the case may be).
Deemed Representations and Warranties. The Company hereby agrees that each acceptance by it of an offer to purchase Shares hereunder shall be deemed to be (i) an affirmation to the Agents that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date (except for those representations and warranties that speak as of a particular date, which shall be true and correct as of such date) and (ii) an undertaking that such representations and warranties will be true and correct as of the Time of Sale and the Settlement Date for the Shares relating to such acceptance as though made at and as of each of such dates (except for those representations and warranties that speak as of a particular date, which shall be true and correct as of such date and except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of such acceptance, such Time of Sale or such Settlement Date, as the case may be).
Deemed Representations and Warranties. Each request by the Borrower for Accommodations on any Drawdown Date after the Effective Date shall be deemed to be a representation and warranty by the Borrower to the Administrative Agent and each Lender that the representations and warranties contained in Section 2.1 (other than those made as of a specific date) are, as of the date of such request, and will be, as of the applicable Drawdown Date, true and correct in all material respects and each request by the Borrower for a Conversion or Rollover shall be deemed to be a representation and warranty by the Borrower to the Administrative Agent and each Lender that as of the date of such request and as of the applicable Conversion Date or Rollover Date, there exists no Default or Event of Default.
Deemed Representations and Warranties. Each request by the Borrower for Accommodations on any Drawdown Date shall be deemed to be a representation and warranty by the Borrower to the Agent and each Lender that the representations and warranties contained in Section 2.1 (other than those made as of a specific date) are, as of the date of such request, and will be, as of the applicable Drawdown Date, true and correct in all material respects and that there exists no Default or Event of Default, and each request by the Borrower for a Conversion or Rollover shall be deemed to be a representation by the Borrower to the Agent and each Lender that as of the date of such request and as of the applicable Conversion Date or Rollover Date, as applicable, there exists no Default or Event of Default.
Deemed Representations and Warranties. (a) Section 2.2 of the Credit Agreement is hereby amended by adding the following after the reference to "Section 2.1": "(with the exception of those representations which were stated to be made as at the Effective Date)".
(b) Section 7.2(b) of the Credit Agreement is hereby amended by adding the following after the reference to "Section 2.2": "(with the exception of those representations which were stated to be made as at the Effective Date)".
Deemed Representations and Warranties. (i) To the extent State Street is required to give (or is deemed to have given) any representation or warranty to a third party relating to any BGI Recipient or its Customers in order to complete the relevant transaction in connection with the issuance or transmission of trade notifications, confirmations and/or settlement instructions, whether using facsimile transmission, industry messaging utilities and/or the proprietary software of Third-Party Providers, clearing agencies, depositories and other securities systems, such BGI Recipient will be deemed to have made such representation or warranty to State Street, except to the extent that any breach or alleged breach of such representation or warranty results from State Street's failure to perform its obligations under any Service Module in accordance with the Standard of Care. Master Services Agreement 14 BGI | State Street CONFIDENTIAL Portions of this agreement have been omitted pursuant to a request for confidential treatment request by BlackRock Institutional Trust Company, N.A. and have been filed separately with the Securities Exchange Commission.
(ii) To the extent that State Street is required to give (or will be deemed to give) any such representation or warranty relating to the BGI Recipients or their Customers other than in accordance with normal market practices it will notify and obtain the written consent of the BGI Recipients in advance of giving such representation or warranty.
(iii) State Street will provide each BGI Recipient with a quarterly report setting forth all actions taken on behalf of such BGI Recipient under this Section 5.1(d).
Deemed Representations and Warranties. Each Request for Borrowing shall be deemed to constitute a representation and warranty by the Borrower that as of the date of such Request for Borrowing and the date of the corresponding Loan:
(i) The representations and warranties set forth in Section 7 hereof are and will be true and correct, except to the extent related to a prior date, in all material respects both immediately before and immediately after giving effect to such Borrowing, with the same force and effect as if made on and as of such date;
(ii) No Event of Default or, to its knowledge, Potential Default exists and is continuing on such date;
(iii) On the date of the requested Borrowing and after giving effect to such Borrowing, the Total Outstandings will not exceed the Total Commitment;
(iv) On the date of the requested Borrowing and after giving effect to such Borrowing, no Asset Coverage Shortfall shall exist; and
(v) Each Request for Borrowing shall be irrevocable and binding on the Borrower.
