Negative Assurances. Xxxxxx Xxxxxx Rosenman LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), special counsel to the Depositor and Ford Credit, will have stated that they have participated in conferences with representatives of the Depositor and Ford Credit and with Ford Credit’s in-house counsel, and with the Representatives and their counsel, concerning the Registration Statement, the Preliminary Prospectus and the Prospectus, and although such counsel is not independently verifying the accuracy, completeness or fairness of such documents, confirms that on the basis of such information:
(i) Each of the Registration Statement, as of the date it was declared effective by the Commission and the Closing Date, and the Prospectus, as of its date and the Closing Date, appeared on its face to be appropriately responsive in all material respects to the Securities Act and the Rules and Regulations (except that such counsel does not express any view as to financial statements, schedules or other financial or statistical information included or incorporated by reference therein or excluded therefrom or to the exhibits to the Registration Statement).
(ii) No facts have come to such counsel’s attention to cause such counsel to believe that (A) the Registration Statement, as of its most-recent effective date (such effective date being the earlier of the date the Final Prospectus was first used and the date and time of the Time of Sale (as such term is defined in the Underwriting Agreement), which you have informed us was the date and time of the Time of Sale), contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, (B) the Time of Sale Information, considered as a whole, as of the Time of Sale, considered together with the statements in the Prospectus with respect to items dependent upon the pricing terms and delivery date of the Publicly Registered Notes, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein not misleading, or (C) the Prospectus as last amended or supplemented, as of its date and as of the Closing Date, contained or contains 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 mislea...
Negative Assurances. Unless otherwise agreed, on the Initial Settlement Date and on the most recent date specified in Section VII(a), the Company and the Trust shall have made available to the Agents or the Agents shall have received the following negative assurances, dated as of the Initial Settlement Date or the date set forth in Section VII(a), if applicable, and in form and substance satisfactory to the Agents:
Negative Assurances. On the Initial Settlement Date, on each date preceding the Settlement Date specified in Section 6.3 hereof, if applicable, or, in the case of an issuance of Institutional Notes, upon the request of the Agent(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) on the Settlement Date, unless otherwise agreed, the Agent(s) shall have received the following negative assurances, dated as of the date thereof and in form and substance satisfactory to the Agent(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue and the Purchasing Agent in the case of an issue of Retail Notes):
Negative Assurances. During the course of the preparation of the Registration Statement, the Prospectus and the Disclosure Package, I participated in conferences with other representatives of the Company, including certain of its executive, financial, and accounting officers, representatives of its independent public accountants, and representatives of the Underwriter, including the Underwriter’s counsel, at which conferences the contents of the Registration Statement, the Prospectus and the Disclosure Package and related matters were discussed.
Negative Assurances. To the Company's knowledge, the representations and warranties of the Warburg Entities, the Xxxxxxx Funds and Technical Service Partners L.P. in the Voting Agreements, are, in each such case, true and correct in all material respects.
Negative Assurances. To the Company's knowledge, the representations and warranties of each signatory to the Voting Agreement, are, in each such case, true and correct in all material respects.
Negative Assurances. On the Initial Settlement Date and, on each date specified in Section 6.3 hereof that is immediately preceding the Settlement Date, if applicable, and unless otherwise agreed, the Agent(s) shall have received the following negative assurances, dated as of the date thereof and in form and substance satisfactory to the Agent(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue and the Purchasing Agent in the case of an issue of IncomeNotes):
Negative Assurances. Except as stated in Schedule 2.35, Seller represents and warrants that since November 30, 2005, each of the Partnership and the Company has not:
(a) amended or terminated any of the Contracts or Leases, entered into any new contract or commitment, or incurred or agreed to incur any liability (other than the Promissory Note and Deed of Trust entered into by the Partnership with Purchaser in order to enable the Partnership to acquire the Real Property and Other Assets);
(b) increased compensation payable or to become payable or made any bonus payment to or otherwise entered into one or more bonus agreements with any employee of the Partnership or the Hospital;
(c) created, assumed or permitted to exist any new debt, mortgage, deed of trust, pledge or other lien or encumbrance upon any of the assets of the Partnership, the Company or the Hospital (other than the Promissory Note and Deed of Trust entered into by the Partnership with Purchaser in order to enable the Partnership to acquire the Real Property and Other Assets);
(d) except for the Partnership’s acquisition of the Real Property and other related assets on the Execution Date under the Real Property Purchase Contract, acquired (whether by purchase or lease) or sold, assigned, leased, or otherwise transferred or disposed of any property, plant or equipment, except in the ordinary course of business with comparable replacement thereof;
(e) purchased capital assets or incurred costs in respect of construction in progress;
(f) taken any action outside the ordinary course of business;
(g) reduced Inventory except in the ordinary course of business;
(h) made any distribution of any of its assets to any partner, owner or any of their respective Affiliates;
(i) except for the Partnership Agreement Amendment, amended the Limited Partnership Agreement or Regulations in any manner; or
(j) had any material change in working capital of the Partnership or the Company.
Negative Assurances. No representation or warranty made by the Company in Article III of this Agreement or in the Company Disclosure Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated herein or necessary to make the statements contained herein not misleading.
Negative Assurances. No representation or warranty made by the Parent, the Parent Subsidiaries or Merger Sub in Article IV of this Agreement or in the Parent Disclosure Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated herein or necessary to make the statements contained herein not misleading.
