Professional Market Party Representation Sample Clauses

Professional Market Party Representation. (a) Each Lender that makes an advance to a Dutch Borrower, represents to such Dutch Borrower, on the date of this Agreement and, if on such date it is a requirement of Dutch law that each Lender is a Professional Market Party, the date on which an advance (or any portion thereof) is made to the Dutch Borrower, that it is a Professional Market Party. (b) Each Lender acknowledges that the Dutch Borrower has relied upon such representation and undertakes, to the extent necessary, to provide its reasonable assistance to the Dutch Borrower in verifying such Lender’s Professional Market Party-status.
Sample 1Sample 2
AutoNDA by SimpleDocs
Professional Market Party Representation. (a) Each Lender which makes an Advance to a Dutch Borrower, represents to each Dutch Borrower, on the date of this Agreement and, if on such date it is a requirement of Dutch law that each Lender is a PMP, the date on which an Advance (or any portion thereof) is made to such Dutch Borrower, that (i) it is a PMP and (ii) it is aware that it does not benefit from the (creditor) protection offered by the Dutch Banking Act when lending monies to persons or entities which are subject to the prohibition of Section 82 of the Dutch Banking Act. (b) If on the date on which a New Lender becomes a Lender which makes an Advance to a Dutch Borrower, it is a requirement of Dutch law that such New Lender is a PMP, such New Lender makes the representation set out in paragraph 6 of the Transfer and Accession Deed. (c) Each Lender acknowledges that the Dutch Borrower has relied upon such representation and undertakes, to the extent necessary, to provide its reasonable assistance to the Dutch Borrower in verifying such Lender’s Professional Market Party-status.
Sample 1Sample 2
Professional Market Party Representation. Each Original Lender represents and warrants to each Borrower on the date hereof that it is a PMP.
Sample 1
Professional Market Party Representation. To enable each Dutch Borrower to rely on Section 2 of the Exemption Regulation and each Dutch Borrower to avoid applicability of Section 82 of the Dutch Act on the Supervision of Credit Institutions 1992: (a) each Lender listed on Schedule 2.01 represents that on the date of this Agreement and on each date a Loan is requested to be made by it, it is a Professional Market Party; and (b) each other Lender represents that on each date a Loan is requested to be made by it, it is a Professional Market Party.
Sample 1
Professional Market Party Representation. (a) Each Lender, in relation to any Loan or L/C Advance made available to a Dutch Borrower, represents that, on the date of this Agreement and, if on such date it is a requirement of Dutch Law that each Lender is a Professional Market Party, the date on which a Loan or L/C Advance (or any portion thereof) is made to a Dutch Borrower (i) it is a Professional Market Party and (ii) it is aware that it does not benefit from the (creditor) protection offered by the Dutch Banking Act when lending monies to Persons that are subject to the prohibition under Section 82 of the Dutch Banking Act. (b) Each Lender acknowledges that each Dutch Borrower shall rely upon the representations set forth in clause (a) above and agrees, to the extent necessary, to provide its reasonable assistance to such Dutch Borrower in verifying such Lender’s status as a Professional Market Party. (c) On the date hereof, each Dutch Borrower has verified the status of each Person that is a Lender either as: (i) a Professional Market Party; or (ii) exempted from the requirements in this Section 2.15 because such Lender forms part of a closed circle (besloten xxxxx) with such Dutch Borrower. (d) Each Dutch Borrower agrees that, subject to the representations set forth in clause (a) above, it shall not require a license as a credit institution (kredietinstelling) under Section 6 of the Dutch Banking Act or, if such Dutch Borrower shall require such license, such Dutch Borrower shall obtain such license. (e) On the date that an Eligible Assignee, a Participant or an SPC becomes a party hereunder pursuant to Section 10.07 of this Agreement: (i) each Dutch Borrower shall make the representations set forth in clause (g) below; and (ii) no assignment or transfer or sub-participation shall be effective unless both the Eligible Assignee, Participant or SPC, as applicable, and each Dutch Borrower shall have complied with the requirements of Section 10.07 and this Section 2.15. (f) On the date that an assignment or transfer or sub-participation shall become effective, the Eligible Assignee, Participant or SPC, as applicable, shall make the representations set forth in the Assignment and Assumption. (g) On the date that an Eligible Assignee, a Participant or an SPC becomes a party hereunder, each Dutch Borrower shall represent that on such date it has verified the status of such Eligible Assignee, Participant or SPC, as applicable, either as: (i) a Professional Market Party; or (ii) exempted from the req...
Sample 1
Professional Market Party Representation. For the purposes of the Dutch Banking Act, OIEG, or any other Dutch entity acceding to this Agreement as a borrower (each, a “Dutch Borrower”) (a) represents and warrants on the date of this Agreement that it has verified the status of each party which is a Lender to a Dutch Borrower under this Agreement on such date and that each Lender to a Dutch Borrower is a PMP, and (b) if on the date on which a Person becomes a Lender to a Dutch Borrower, it is a requirement of Netherlands law that such Person is a PMP, represents and warrants that it has verified the status of such Person on such date and each such Person is a PMP.
Sample 1
Professional Market Party Representation. With respect to any Revolving Loan made to a Dutch Borrower: (a) Each Revolving Lender on the Closing Date represents and warrants to the Dutch Borrowers that it is a PMP on the Closing Date and, to the extent required to comply with the exemption under Section 2 of the Dutch BA Exemption Regulation, on any date thereafter that it is a Revolving Lender under this Credit Agreement. (b) If on the date on which a Transferee becomes a Revolving Lender it is a requirement of Dutch law that such Transferee be a PMP, each Transferee represents and warrants to the Dutch Borrowers that it is a PMP on such date and on any date thereafter that it is a Revolving Lender under this Credit Agreement. (c) Each such Revolving Lender and Transferee acknowledges that the Dutch Borrowers have relied upon the representations and warranties of such Revolving Lender and Transferee contained in this Section.
Sample 1
AutoNDA by SimpleDocs
Professional Market Party Representation. (a) Each Lender that makes an Advance to a Dutch Borrower represents to each Dutch Borrower, on the date of this Agreement and, if on such date it is a requirement of Dutch law that each Lender is a PMP, on the date on which an Advance (or any portion thereof) is made to such Dutch Borrower, that (i) it is a PMP and (ii) it is aware that it does not benefit from the (creditor) protection offered by the Dutch Banking Act when lending monies to persons or entities that are subject to the prohibition of Article 82 of the Dutch Banking Act. (b) If, on the date on which a Person that becomes a party hereto pursuant to Section 9.07 makes an Advance to a Dutch Borrower, it is a requirement of Dutch law that such Person be a PMP, such Person makes the representation set out in paragraph 3(vii) of the Assignment and Acceptance. (c) Each Lender acknowledges that each Dutch Borrower has relied upon such representation and warranty and undertakes, to the extent necessary, to provide its reasonable assistance to each Dutch Borrower in verifying such Lender's status as a PMP.
Sample 1

Related to Professional Market Party Representation

  • Safety Representative On every job site, workers may elect a Workers’ Safety Representative in accordance with the Act.

  • Party Representatives For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Consultant Representative shall be [Name], [Title] (the “Consultant Representative”). The Consultant Representative shall directly manage Consultant’s Services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • City Representative The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative.

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It is a corporation, partnership, trust, or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized. (B) To the extent required by Applicable Law (defined below), it is duly registered with all appropriate regulatory agencies or self-regulatory organizations and such registration will remain in full force and effect for the duration of this Agreement. (C) For the duties and responsibilities under this Agreement, it is currently and will continue to abide by all applicable federal and state laws, including, without limitation, federal and state securities laws; regulations, rules, and interpretations of the SEC and its authorized regulatory agencies and organizations, including FINRA; and all other self-regulatory organizations governing the transactions contemplated under this Agreement (collectively, “Applicable Law”). (D) It has duly authorized the execution and delivery of this Agreement and the performance of the transactions, duties, and responsibilities contemplated by this Agreement. (E) This Agreement constitutes a legal obligation of the party, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties. (F) Whenever, in the course of performing its duties under this Agreement, it determines that a violation of Applicable Law has occurred, or that, to its knowledge, a possible violation of Applicable Law may have occurred, or with the passage of time could occur, it shall promptly notify the other party of such violation.

  • Customer Representations Customer represents and warrants that (i) it has a legitimate business interest or obtained all permissions and consent required by law to transfer the Content so that Xxxxxx Xxxxxxx may lawfully use and process in accordance with this Agreement; and (ii) it has delegated authority to its advisors in providing instructions in connection with the Services, and Xxxxxx Xxxxxxx has no duty to verify such instructions with Customer; and (iii) it will not use the Services for any fraudulent or unlawful purposes, not allow others to do so.

  • Client Representations CLIENT represents to VCS that: a. The execution, delivery and performance of this Agreement by CLIENT and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of CLIENT, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general principles of equity); and this Agreement and CLIENT’s performance hereunder does not violate or constitute a breach under any organizational document of CLIENT or any contract, other form of agreement, or judgment or order to which CLIENT is a party or by which it is bound. b. CLIENT shall adhere to and comply with all applicable Laws in carrying out its obligations under this Agreement. c. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same may be amended from time to time. d. During the Term of this Agreement and for a period of *** (***) months thereafter (except if this Agreement is terminated by CLIENT under Section 11.1(a) or Section 11.1(b), in which case this provision shall not survive termination), CLIENT shall not (i) solicit or hire any VCS Field Force member or pay or offer to pay any VCS Field Force member any compensation or benefits (it being understood that the payments by CLIENT to VCS contemplated by this Agreement will not violate this provision), except, in each case, in connection with a Conversion; (ii) provide any contact information (including name, address, phone number or e-mail address) concerning members of the VCS Field Force to any third party providing (or proposing to provide) contract sales services and promotional services to CLIENT; or (iii) assist actively in any other way such a third party in employing or retaining members of the VCS Field Force. For the purposes of this Agreement, the term “solicit” shall not include general advertising by CLIENT for personnel not specifically directed to a VCS Field Force member. e. CLIENT has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement. f. CLIENT is solely responsible for reviewing and approving any of its product promotional materials and literature and any other materials or information provided by it to VCS and for ensuring all such materials or information comply with Laws.

  • Company Representation Each Notice of Borrowing or Notice of Issuance given by the Company shall constitute a representation by the Company as to the satisfaction in respect of such borrowing or issuance of the conditions referred to in Section 3.02(a).

  • Investigation; No Other Representations (a) Each of the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledges, represents, warrants and agrees that (i) they have conducted their own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Parties and their respective businesses and operations as the Company Parties and their respective Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be a party, the Company Parties have relied solely on their own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate or any other Person, either express or implied, and the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledge, represent, warrant and agree that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

  • Grievance Representation (A) An employee who decides to use this grievance procedure shall indicate at Step 1 (or other initial written step as authorized by the provisions of this Article) whether he shall be represented by the Union. If a grievant selects a Union Grievance Representative to represent him in a grievance which has been properly filed in accordance with this Article, the Union Grievance Representative may be allowed a reasonable amount of annual leave to investigate the grievance. Such annual leave shall be subject to prior approval by the Union Grievance Representative’s immediate supervisor; however, approval of such leave will not be withheld if the Union Grievance Representative can be allowed such time off without interfering with, or unduly hampering the operations of the unit to which the Union Grievance Representative is regularly assigned. When a grievant has elected Union representation, both the grievant and the Union Grievance Representative shall be notified of a Step 1 meeting. Written communication concerning the grievance or its resolution shall be sent to the grievant and the Union Grievance Representative, and the decision agreed to by the state and the Union shall be binding on the grievant. (B) If the employee is not represented by the Union, an adjustment of the grievance shall be consistent with the terms of this collective bargaining Agreement. The Union shall be given reasonable opportunity to be present at a meeting called for the resolution of such grievance. A grievant using this procedure in the processing of a grievance will be bound by the procedure established by the parties to the Agreement. (C) The Executive Director of the Union shall furnish to the state a list of Union Representatives and the state will not recognize a person as a Union Representative whose name does not appear on the list. (D) If a grievance meeting, mediation, or arbitration hearing is held or requires reasonable travel time during the work hours of grievant, a representative of the grievant, or any required witnesses, such hours shall be deemed time worked. Attendance at grievance meetings, mediation, or arbitration hearings outside of a participant’s regular work hours shall not be deemed time worked. The state will not pay the expenses of participants attending such meetings on behalf of the Union.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!