NFC Representation. For the purpose of Section 3 of the Agreement, the following will constitute an Additional Representation: The Counterparty hereby represents to the Dealer on the date hereof (which representation will be, subject to subparagraph (ii) below, deemed to be repeated by the Counterparty at all times while the Transaction remains outstanding) that: (i) it is either (A) a non-financial counterparty (as such term is defined in EMIR) or (B) an entity established outside the European Union that, to the best of its knowledge and belief, having given due and proper consideration to its status, would constitute a non-financial counterparty (as such term is defined in EMIR) if it were established in the European Union; and (ii) it is not subject to a clearing obligation pursuant to EMIR (or, in respect of an entity under subparagraph (i)(B) above, would not be subject to the clearing obligation if it were established in the European Union) in respect of such Transaction. For the purposes of this subparagraph (ii) of this representation, it is assumed that the Transaction is of a type that has been declared to be subject to the clearing obligation in accordance with Article 5 of EMIR and is subject to the clearing obligation in accordance with Article 4 of EMIR (whether or not in fact this is the case), and that any transitional provisions in EMIR are ignored For the purposes of the above, the following definitions apply:
Appears in 6 contracts
Samples: Warrant Agreement (CONMED Corp), Base Call Option Transaction (CONMED Corp), Warrant Agreement (CONMED Corp)
