Negative Assurance Letter. Xxxxxx Xxxxxx Xxxxxxxx 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. At the Closing Date, Xxxxx Xxxxx 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. 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. 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. In the course of preparation by the Company of the Preliminary Prospectus and the Prospectus, we participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, representatives of the Underwriters and representatives of counsel for the Underwriters, at which the contents of the Registration Statement, the Preliminary Prospectus and the Prospectus (including in each case the documents incorporated by reference therein) and related matters were discussed. The purpose of our professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus or the documents incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus, and we have not undertaken any obligation to verify independently any of those factual matters. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Preliminary Prospectus and the Prospectus involve matters of a non-legal nature. Accordingly, we are not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Preliminary Prospectus or the Prospectus or the documents incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus (except to the extent expressly set forth in the first sentence of numbered paragraph 7, and numbered paragraphs 16 and 17 of our opinion letter to you of even date). Subject to the forgoing, 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 have caused us to believe that (i) the Registration Statement (including the documents incorporated by reference therein), as of its effective date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Prospectus (including the documents incorporated by reference therein), as of its date or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact or necessary in order to make the statements therein, in the light of the circumstances...
Negative Assurance Letter. The favorable negative assurance letter from Xxxxxxxxxx, Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, 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 & Xxxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters.
Negative Assurance Letter. The favorable negative assurance letter from Simpson, Thacher & Xxxxxxxx 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 Representatives shall have received the favorable negative assurance letter, dated the Closing Time, of Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request.
Negative Assurance Letter. On the basis of the foregoing, (i) nothing has come to our attention that has caused us to believe that the Registration Statement, as of the Effective Date, including the documents incorporated by reference therein, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of the date of the Prospectus Supplement and as of the date and time of delivery of this letter, including the documents incorporated by reference therein, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that in each case we do not express any view as to financial information, or accounting data, or statistical data derived therefrom, included or incorporated by reference therein or excluded therefrom or the statements contained in the exhibits to the Registration Statement, including the Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of 1939, as amended (the “Form T-1”)); and (ii) nothing has come to our attention that has caused us to believe that the Disclosure Package, as of the Applicable Time, including the documents incorporated by reference therein, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that we do not express any view as to financial information, or accounting data, or statistical data derived therefrom, included or incorporated by reference therein or excluded therefrom or the statements contained in the exhibits to the Registration Statement, including the Form T-1).
