Pass Through Representations Sample Clauses

Pass Through Representations. To the extent that the Custodian is required to give (or is deemed to have given) any representation, warranty or undertaking to a third party relating to the Client in accordance with normal market practice in connection with the execution of transaction documents or the issuance or transmission of trade notifications, confirmations and/or settlement instructions, whether using facsimile transmission, industry messaging or matching utilities and/or the proprietary software of Third Party Agents and Market Participants, CSDs or other Financial Market Utilities, the Client will be deemed to have made such representation, warranty or undertaking to the Custodian.
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Pass Through Representations. (a) The representations and warranties set forth in Section 4.1 through 4.17 hereof are substantially identical to those certain representations and warranties made by CTF to Marriott in Sections 5.1 through 5.17 of the CTF Agreement (the “Pass Through Representations”). Purchaser acknowledges that Marriott may have no direct or actual knowledge of the facts contained in certain of the Pass Through Representations and that except as set forth in Section 5.18A, Marriott is relying exclusively on the correctness of the Pass Through Representations of CTF in making the Pass Through Representations to Purchaser. Purchaser acknowledges and agrees that Marriott’s liability to Purchaser for any Breach of the Pass Through Representations shall be limited to the actual monetary damages or other relief received by Marriott based on the breach of the Pass Through Representations by CTF. Except as set forth in this Section 10.1(a)-10.1(b), Marriott shall have no liability or obligation to Purchaser for any Breach by Marriott of the Pass Through Representations.
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Pass Through Representations. (a) The representations and warranties set forth in Section 5.1 through Section 5.17 hereof are substantially identical to those certain representations and warranties made by CTF to Marriott in Sections 5.1 through 5.17 of the CTF Agreement (the “Pass Through Representations”). Wherever in this Agreement Marriott has made a covenant to perform, or to cause CTF to perform, an obligation which CTF has undertaken to perform for the benefit of Marriott in the CTF Agreement, such covenants shall be referred to herein as the “Pass Through Covenants”. Purchaser acknowledges that Marriott may have no direct or actual knowledge of the facts contained in certain of the Pass Through Representations and except as set forth in Section 5.17A that Marriott is relying exclusively on the correctness of the Pass Through Representations of CTF in making the Pass Through Representations to Purchaser and that Marriott has no independent capability to perform certain covenants of CTF. Purchaser acknowledges and agrees that Marriott’s liability to Purchaser for any Breach of the Pass Through Representations or any breach or failure to perform any of the Pass Through Covenants shall be, and shall be limited to, the actual monetary damages or other relief received by Marriott based on the breach of the Pass Through Representations and/or Pass Through Covenants by CTF. Except as set forth in this Section 10.1(a)-(b), Marriott shall have no liability or obligation to Purchaser for any Breach by Marriott of the Pass Through Representations or Pass Through Covenants.
Sample 1
Pass Through Representations. To the extent that the Custodian is required to give (or is deemed to have given) any representation, warranty or undertaking to a third party relating to the Client in accordance with normal market practice in connection with the execution of transaction documents or the issuance or transmission of trade notifications, confirmations and/or settlement instructions, whether using facsimile transmission, industry messaging or matching utilities and/or the proprietary software of Third Party Agents and Market Participants, CSDs or other Financial Market Utilities, the Client will be deemed to have made such representation, warranty or undertaking to the Custodian. Information Classification: Limited Access
Sample 1
Pass Through Representations. To the extent that State Street is required to give (or is deemed to have given) any representation, warranty or undertaking to a third party relating to the Client in accordance with normal market practice in connection with the execution of transaction documents or the issuance or transmission of trade notifications, confirmations and/or settlement instructions, whether using facsimile Information Classification: Limited Access Execution Copy transmission, industry messaging or matching utilities and/or the proprietary software of Third Party Agents and Market Participants, CSDs or other Financial Market Utilities, the Client will be deemed to have made such representation, warranty or undertaking to State Street.
Sample 1
Pass Through Representations. Each of the representations and warranties made by the Vendor to the Seller under Sections 10 and 11 of the Eco Share Purchase Agreement is hereby made, mutatis mutandis, by the Vendor to the Purchaser hereunder as if set forth herein in its entirety.
Sample 1

Related to Pass Through Representations

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Accuracy of Representations All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

  • Payer Representations For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

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