Common use of Mutual Representations and Covenants Clause in Contracts

Mutual Representations and Covenants. In addition to the representations, warranties and covenants in the Agreement and in this Confirmation, each party represents, warrants and covenants to the other party that: (a) It is an “eligible contract participant” (as such term is defined in the Commodity Exchange Act, as amended); (b) 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, each party represents and warrants to the other that (A) 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, (B) it is an “accredited investor” as that term is defined under Regulation D under the Securities Act and (C) the disposition of the Transaction is restricted under this Confirmation, the Securities Act and state securities laws; and (c) Subject to Section 8, it will keep the terms of the Transaction and the Related Transaction, other than those terms disclosed in the Schedule 13D Amendment, confidential except (i) as is required (and only to such extent) for compliance with the disclosure obligations set out in Section 7(A)(c) above, (ii) if otherwise required by law, regulation or any stock exchange, (iii) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, institution or department of competent authority; (iv) in order to bring or establish a defence to any legal or regulatory proceeding, investigation, dispute or claim, (v) if now or later generally available to the public other than as a result of such party’s breach of this provision, (vi) disclosed to its Affiliates and its or their directors, officers, accountants, auditors, employees, outside counsel and other agents, or (vii) disclosed to any party with the consent of the other party.

Mutual Representations and Covenants. In addition to the representations, warranties and covenants in the Agreement and in this Confirmation, each party represents, warrants and covenants to the other party that: (a) It is an “eligible contract participant” (as such term is defined in the Commodity Exchange Act, as amended); (b) 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, each party represents and warrants to the other that (A) 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, (B) it is an “accredited investor” as that term is defined under Regulation D under the Securities Act and (C) the disposition of the Transaction is restricted under this Confirmation, the Securities Act and state securities laws; and (c) Subject to Section 8, it will keep the terms of the Transaction and the Related Transaction, other than those terms disclosed in the Schedule 13D Amendment, confidential except (i) as is required (and only to such extent) for compliance with the disclosure obligations set out in Section 7(A)(c) above, (ii) if otherwise required by law, regulation or any stock exchange, (iii) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, institution or department of competent authority; (iv) in order to bring or establish a defence to any legal or regulatory proceeding, investigation, dispute or claim, (v) if now or later generally available to the public other than as a result of such party’s breach of this provision, (vi) disclosed to its Affiliates and its or their directors, officers, accountants, auditors, employees, outside counsel and other agents, or (vii) disclosed to any party with the consent of the other party.. For the purposes of the above representations and undertakings: