Investment Representations; Non-Transferability Sample Clauses

Investment Representations; Non-Transferability. Knight represents that its acquisition hereby or from time to time hereafter of any Securities (as defined below) of the Company or any other Goldman Entity pursuant to this Agreement or the Memorandum of Agreement is or shall be for investment purposes. Except as provided in Section 10(b) below or as contemplated by Section 15(d) below or Section 5(f) of Article VI of the Memorandum of
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Investment Representations; Non-Transferability. SBCM represents that its acquisition hereby or from time to time hereafter of any Securities (as defined below) of the Company or any other Goldman Entity pursuant to this Agreement, the Memorandum of Agreement or the GSNY Memorandum of Agreement is or shall be for investment purposes. Except as provided in Section 10(d) below or as contemplated by Section 15(c) below, SBCM agrees that it shall not sell, transfer, exchange, make any assignment of (including an assignment for the benefit of SBCM's or Sumitomo's creditors or a transfer to a trustee) or receive for the benefit of SBCM's or Sumitomo's creditors, give away, pledge, hypothecate or otherwise dispose of any Securities hereby or from time to time hereafter acquired by it, nor shall SBCM enter into any agreement as a result of which any person or entity will or could obtain any interest in such Securities. For purposes of this Agreement, "Securities" shall refer to (i) any Preferred Stock set forth in Schedule I hereto, any Preferred Stock issuable to SBCM as set forth in Schedule III hereto (including any Option I, II, or III Preferred Stock referred to therein), any Common Stock issuable to SBCM as set forth in Schedule II hereto and any subscription right for such Common Stock granted pursuant hereto, (ii) any Public Preferred Stock as defined in Schedule III hereto and any Public Common Stock as defined in Schedule II hereto, (iii) any other securities issuable to SBCM pursuant to Section 5 of the Bank Partnership Provisions and (iv) any other securities of the Company or any other Goldman Entity issuable to SBCM pursuant to this Agreement or the Bank Partnership Provisions. Any Securities issued shall be issued in registered form and, other than the securities referred to in clause (ii) of the definition of Securities when disposed of to the public, shall bear a legend in substantially the following form or such other form as Sumitomo and the Partnership (or the Company) may agree: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE NOT TRANSFERABLE AND ARE SUBJECT TO THE PROVISIONS OF AN AMENDED AND RESTATED SUBSCRIPTION AGREEMENT, DATED AS OF MARCH 28, 1989, BETWEEN THE SUMITOMO BANK, LIMITED, SUMITOMO BANK CAPITAL MARKETS, INC., GOLDXXX, XXCHX & XO. AND THE GOLDXXX SACHS GROUP, L.P. NO HOLDER OF THIS CERTIFICATE OTHER THAN SUMITOMO BANK CAPITAL MARKETS, INC. SHALL BE ENTITLED TO ANY RIGHTS HEREUNDER AND, IF HELD BY ANY SUCH HOLDER, THIS CERTIFICATE AND THE SECURITIES EVIDENCED HEREBY SHALL BE ...
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Related to Investment Representations; Non-Transferability

  • REPRESENTATIONS, WARRANTIES OF THE HOLDER The Holder represents and warrants to the Company as follows:

  • Nonsurvival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article X and any corresponding definitions set forth in Article I.

  • Representations, Warranties and Covenants of the Underwriters (1) Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Corporation that:

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Representations, Warranties and Covenants of the Master Servicer The Master Servicer hereby represents, warrants and covenants to the Trustee, for the benefit of each of the Trustee, the Certificateholders and to the Depositor that as of the Closing Date or as of such date specifically provided herein:

  • Continuous Nature of Representations and Warranties Each representation and warranty contained in this Agreement and the other Loan Documents shall be continuous in nature and shall remain accurate, complete and not misleading at all times during the term of this Agreement, except for changes in the nature of Borrower's or its Subsidiaries' business or operations that would render the information in any exhibit attached hereto either inaccurate, incomplete or misleading, so long as Lender has consented to such changes or such changes are expressly permitted by this Agreement.

  • Representations, Warranties and Covenants of the Mortgage Loan Seller (a) The Mortgage Loan Seller hereby makes, as of the date hereof (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit D with respect to each Mortgage Loan, subject to the exceptions set forth in Schedule D-1 to Exhibit D.

  • Reassertion of Representations and Warranties, No Default The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Credit Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Credit Agreement, and (b) there will exist no Event of Default under the Credit Agreement as amended by this Amendment on such date which has not been waived by the Lender.

  • Representations, Warranties and Covenants of the Fund The Fund hereby represents, warrants and covenants each of the following:

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