For Rule 144A Covered Bonds only Sample Clauses

For Rule 144A Covered Bonds only. (a) HSBC and the Guarantor (each for the purposes of this Section 4.02, the “Indemnifying Parties”) jointly and severally agree to indemnify and hold harmless each Dealer, its officers, directors, employees, agents and affiliates and each person, if any, who controls such Dealer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each for the purposes of this Section 4.02, an “Indemnified Person”), from and against any and all losses, claims, damages or liabilities to which such Indemnified Person may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Time of Sale Information or the applicable Disclosure Documents or any omission or alleged omission to state in the Time of Sale Information or the applicable Disclosure Documents a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) any inaccuracy or alleged inaccuracy of any of the representations and warranties made by HSBC and/or the Guarantor in this Agreement or the Subscription Agreement, as the case may be, or
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For Rule 144A Covered Bonds only. (i) The Issuer and the Guarantor jointly and severally, agree to indemnify and hold harmless each Dealer and each person, if any, who controls such Dealer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses (other than loss of profits), claims, damages or liabilities to which such Dealer or such controlling person may become subject under the Securities Act, the Exchange Act or other U.S. federal or statutory law or regulation, or at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Time of Sale Information (provided that the Issuer or the Guarantor shall have made available to the purchaser the Time of Sale Information in accordance with Section 2(f)) or the Disclosure Package or any omission or alleged omission to state in Time of Sale Information or the Disclosure Package a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) any misrepresentation or alleged misrepresentation in, or breach or alleged breach of, any of the representations and warranties of the Issuer and/or the Guarantor contained in or deemed to be made under this Agreement, and will reimburse such Dealer or such controlling person for any legal or other expenses reasonably incurred by it in connection with investigating or defend any such action or claim, as incurred; provided, however, that the Issuer and the Guarantor will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Time of Sale Information or the Disclosure Package in reliance upon and in conformity with written information furnished to the Issuer or Guarantor by such Dealer expressly for use therein.
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Related to For Rule 144A Covered Bonds only

  • Special Notes The Seller’s warranty replacement and aftermarket service parts will be made available through Authorized Wholesalers, Distributors, certain OEM and National Accounts or from Seller directly depending on the market place. Only the Seller’s certified parts are to be used for in-warranty replacement of defective parts supplied on the Seller’s products. All warranty parts are shipped either freight collect or pre-paid and charged via the most economical means as determined by the Seller. The Seller reserves the right to furnish refurbished parts for service replacements. The Seller reserves the right to replace defective part(s) on an assembly rather than replacing the complete assembly. The Seller reserves the right to inspect all parts removed and or replaced in the course of effecting repairs that will be invoiced to the Seller under the terms and conditions of the warranty policy. This inspection time and location is at the discretion of Seller. All in-warranty parts that are defective and not required to be returned to the Seller MUST NOT be scrapped until a warranty credit is issued. Special circumstances may dictate that a certain item must be returned to the Seller for analysis. Care must be taken to avoid premature disposal of any part(s) prior to authorization or issuance of a credit note.

  • REQUIREMENT ON ELIGIBILITY AND REGISTRATION OF E-BIDDERS 1.1. Any interested party who intend to participate in the online public auction ("E-Bidders") auction can register as a user by logging onto PAH Website

  • Registered Notes The Company shall cause to be kept at its principal office a register for the registration and transfer of the Notes, and the Company will register or transfer or cause to be registered or transferred, as hereinafter provided, any Note issued pursuant to this Agreement. At any time and from time to time the holder of any Note which has been duly registered as hereinabove provided may transfer such Note upon surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the holder of such Note or its attorney duly authorized in writing. The Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes of this Agreement. Payment of or on account of the principal, premium, if any, and interest on any Note shall be made to or upon the written order of such holder.

  • Special Note The net present value calculation used to determine whether a loan should be modified based on the modification process above is distinct and different from the net present value calculation used to determine the covered loss if the loan is modified. Please refer only to the net present value calculation described in this exhibit for the modification process, with its separate assumptions, when determining whether to provide a modification to a borrower. Separate assumptions may include, without limitation, Assuming Bank’s determination of a probability of default without modification, a probability of default with modification, home price forecasts, prepayment speeds, and event timing. These assumptions are applied to different projected cash flows over the term of the loan, such as the projected cash flow of the loan performing or defaulting without modification and the projected cash flow of the loan performing or defaulting with modification. By contrast, the net present value for determining the covered loss is based on a 10 year period. While the assumptions in the net present value calculation used in the modification process may change, the net present value calculation for determining the covered loss remains constant. EXHIBIT 4.15B COMMERCIAL AND OTHER ASSETS SHARED-LOSS AGREEMENT This agreement for reimbursement of loss sharing expenses on certain loans and other assets (the “Commercial Shared-Loss Agreement”) shall apply when the Assuming Bank purchases Shared-Loss Assets as that term is defined herein. The terms hereof shall modify and supplement, as necessary, the terms of the Purchase and Assumption Agreement to which this Commercial Shared-Loss Agreement is attached as Exhibit 4.15B and incorporated therein. To the extent any inconsistencies may arise between the terms of the Purchase and Assumption Agreement and this Commercial Shared-Loss Agreement with respect to the subject matter of this Commercial Shared-Loss Agreement, the terms of this Commercial Shared-Loss Agreement shall control. References in this Commercial Shared-Loss Agreement to a particular Section shall be deemed to refer to a Section in this Commercial Shared-Loss Agreement unless the context indicates that a Section of the Purchase and Assumption Agreement is intended.

  • The Bonds Each Class of Bonds shall be registered in the name of a nominee designated by the Depository. Beneficial Owners will hold interests in the Bonds through the book- entry facilities of the Depository in minimum initial Bond Principal Balances of $25,000 and integral multiples of $1 in excess thereof. The Indenture Trustee may for all purposes (including the making of payments due on the Bonds) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Bonds for the purposes of exercising the rights of Holders of the Bonds hereunder. Except as provided in the next succeeding paragraph of this Section 4.01, the rights of Beneficial Owners with respect to the Bonds shall be limited to those established by law and agreements between such Beneficial Owners and the Depository and Depository Participants. Except as provided in Section 4.08 hereof, Beneficial Owners shall not be entitled to definitive certificates for the Bonds as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Bonds shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Bondholders and give notice to the Depository of such record date. Without the consent of the Issuer and the Indenture Trustee, no Bond may be transferred by the Depository except to a successor Depository that agrees to hold such Bond for the account of the Beneficxxx Owners.

  • Temporary Class Certificate of Registration Rate An employee holding a Temporary Class Certificate of Registration upon presenting proof of current General Class Certificate of Registration by the College of Nurses of Ontario shall be given the salary of the registered staff nurse as provided in this Article retroactive to the date of sitting the certification examination or the date of last hire, whichever is later.

  • General Notes 1. The listing below, may or may not contain all of the potential Project Design Criteria for a Project.

  • Execution, Authentication, Availability and Dating of the Residual Certificates The Residual Certificates shall be executed on behalf of Xxxxxx Mae by an Authorized Officer of Xxxxxx Xxx under the corporate seal of Xxxxxx Mae, which may be in facsimile form and be imprinted or otherwise reproduced thereon, and shall be attested by the Secretary, Assistant Secretary, or a second Authorized Officer of Xxxxxx Xxx. The signature of any of these Persons on the Residual Certificates may be manual or facsimile. A Residual Certificate bearing the manual or facsimile signature of individuals who were at any time officers of Xxxxxx Mae shall bind Xxxxxx Xxx, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificate. At any time and from time to time after the execution and delivery of this Trust Agreement, Xxxxxx Mae may deliver Residual Certificates executed by Xxxxxx Xxx to the Certificate Registrar for authentication and the Certificate Registrar shall authenticate and make available such Certificates as provided in this Trust Agreement and not otherwise. No Residual Certificate shall be entitled to any benefit under this Trust Agreement or be valid for any purpose, unless there appears on such Residual Certificate a certificate of authentication substantially in the form provided for herein, executed by the Certificate Registrar by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Residual Certificate shall be conclusive evidence, and the only evidence, that such Residual Certificate has been duly authenticated and made available hereunder. Each Residual Certificate shall be dated the date of its authentication.

  • Eligibility of Registered E- Bidders 2.1. E-Bidders who register as a user to participate in every public auction on Rajan Auctioneers website shall:

  • ISSUE OF GLOBAL NOTES 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.

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