Negative Assurance Letter Clause Samples

Negative Assurance Letter. K▇▇▇▇▇ ▇▇▇▇▇▇ R▇▇▇▇▇▇▇ LLP, special counsel to the Depositor and Ford Credit, will have delivered a negative assurance letter about the Registration Statement, the Preliminary Prospectus, the Time of Sale Information and the Prospectus.

Negative Assurance Letter. On the basis of the information gained in the course of the performance of the services rendered above, but without independent check or verification except as stated above:

Negative Assurance Letter. Upon execution of this Agreement and within three Trading Days after each Representation Date (unless a waiver is then applicable as contemplated in Section 3(q)), the Company shall cause to be furnished to the Agents, dated as of such date and addressed to the Agents, in form and substance reasonably satisfactory to the Agents, the written negative assurance letter of P▇▇▇, W▇▇▇▇, R▇▇▇▇▇▇, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP, U.S. counsel to the Company, as described in Section 4(e).

Negative Assurance Letter. Subject to the foregoing, we confirm to you that, on the basis of the information we gained in the course of performing the services referred to above, no facts have come to our attention that cause us to believe that:

Negative Assurance Letter. The favorable negative assurance letter from Simpson, Thacher & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Option Closing Time, and otherwise to the same effect as the negative assurance statement required by Section 5(c) hereof.

Negative Assurance Letter. At the Closing Time, the Representative shall have received the favorable negative assurance letter, dated the Closing Time, of Simpson, Thacher & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters.

Negative Assurance Letter. In addition to rendering legal advice and assistance to the Company in the course of the preparation of the Registration Statement and the Time of Sale Disclosure Package and the Final Prospectus, involving, among other things, discussions and inquiries concerning various legal matters and the review of certain corporate records, documents and proceedings, we also participated in conferences with certain officers and other representatives of the Company, its independent certified public accountants and you and your counsel, at which the contents of the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the documents incorporated by reference in the Time of Sale Disclosure Package and the Final Prospectus and related matters were discussed. We have also reviewed and relied upon certain corporate records and documents of the Company, letters from counsel and accountants, and oral and written statements and certificates of officers and other representatives of the Company and others as to the existence and consequences of certain factual and other matters. The purpose of our professional engagement was not to establish or confirm factual matters or financial or quantitative information. Therefore, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements or information contained or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus (except to the extent expressly set forth in the numbered paragraph 5 of our separate opinion letter to you as of this date) and have not made, or undertaken any obligation to make, an independent check or verification thereof (except as also stated in that opinion letter). Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus involve matters of a non-legal nature. However, subject to the foregoing and based on our participation, review and reliance described in the second preceding paragraph, (i) we believe (a) the Registration Statement (as of its effective date), the Time of Sale Prospectus (as of the Applicable Time), the Final Prospectus (as of its date), and any further amendments and supplements thereto (as of their respective dates), as applicable, made by the Company prior to the Closing Date (other than the financial statements and schedules and ot...

Negative Assurance Letter. At the Closing Date, ▇▇▇▇▇ ▇▇▇▇▇ LLP, as special counsel to the Depositor and NMAC, shall deliver to the Underwriters a negative assurance letter with respect to the most recent Preliminary Prospectus delivered prior to the Date of Sale, the Registration Statement and the Final Prospectus.

Negative Assurance Letter. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Rosenman LLP, special counsel to the Depositors and Ford Credit, about the Registration Statement, the Preliminary Prospectus, the Time of Sale Information and the Prospectus.