Purchase Permitted By Applicable Law, Etc. On the date of each Closing, each Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser), penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
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Samples: Private Shelf Agreement (Hillenbrand, Inc.), Private Shelf Agreement (Hillenbrand, Inc.)
Purchase Permitted By Applicable Law, Etc. On the date of each Closing, each the Closing such Initial Purchaser’s purchase of Initial Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Initial Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Initial Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)Tax, penalty or liability under or pursuant to any applicable law or regulation, which applicable law or regulation was not in effect on the date hereof. If requested by such Initial Purchaser, such Initial Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact relating to the Obligors as such Initial Purchaser may reasonably specify to enable such Initial Purchaser to determine whether such purchase is so permitted.
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Samples: Note Purchase Agreement (REV Renewables, Inc.), Note Purchase Agreement (REV Renewables, Inc.)
Purchase Permitted By Applicable Law, Etc. On the date of each Closing, each such Closing such Purchaser’s purchase of the Notes to be issued to such Purchaser at such Closing shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company Parent certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Samples: Note Purchase Agreement (Empire State Realty OP, L.P.)
Purchase Permitted By Applicable Law, Etc. On each Closing Date, the date of each Closing, each applicable Purchaser’s purchase of Series A Notes or Additional Notes, as applicable, shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company Co-Issuers certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Samples: Note Purchase and Participation Agreement (Landmark Infrastructure Partners LP)
Purchase Permitted By Applicable Law, Etc. On the date of each ClosingClosing Date, each such Purchaser’s purchase of the Notes to be issued to such Purchaser on the Closing Date shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Purchase Permitted By Applicable Law, Etc. On the date of each Closing, each the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance LawLaw but excluding any “foreign basket” or equivalent provisions) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such any Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser it may reasonably specify to enable such Purchaser it to determine whether such purchase is so permitted.
Appears in 1 contract
Purchase Permitted By Applicable Law, Etc. On the date of the Closing each Closing, each Purchaser’s purchase of Notes shall (ai) be permitted by the laws and regulations of each jurisdiction to which such each Purchaser is subject, without recourse to provisions (such as section Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (bii) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (ciii) not subject such any Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereofhereof (excluding any of the foregoing which are of general application to the business of a Purchaser). If requested by such any Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Purchase Permitted By Applicable Law, Etc. On the date of each Closing, each the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereofhereof (excluding any of the foregoing that are of general application to the business of a Purchaser). If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Purchase Permitted By Applicable Law, Etc. On the date of each Closing, each such Closing such Purchaser’s purchase of Series 2020 Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, AZZ Inc. Note Purchase Agreement Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Samples: Note Purchase Agreement (Azz Inc)
Purchase Permitted By Applicable Law, Etc. On the date of each Closing, each such Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement applicable law or regulation (including, without limitation, including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Samples: Private Shelf Agreement (MSC Industrial Direct Co Inc)
Purchase Permitted By Applicable Law, Etc. On the date Closing Date, such Purchaser shall have received evidence in form and substance satisfactory to such Purchaser that all material Approvals necessary as of each Closingthe Closing Date for the transactions contemplated under this Agreement and the other Transaction Documents then required to be issued or obtained, each shall have been issued or duly obtained and are in full force and effect, not subject to appeal. On the Closing Date, such Purchaser’s purchase of Notes shall (ai) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (bii) not violate any applicable law or regulation (including, without limitation, Regulation Regulation, T, U or X of the Board of Governors of the Federal Reserve System) and (ciii) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Purchase Permitted By Applicable Law, Etc. On the date of each Closing, each the applicable Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions Trinity Capital Inc. Master Note Purchase Agreement (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Samples: Master Note Purchase Agreement (Trinity Capital Inc.)
Purchase Permitted By Applicable Law, Etc. On the date of each the Closing, each Purchaser’s such Initial Purchaser shall have determined that its purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Initial Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Initial Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereofof this Agreement. If requested by such Initial Purchaser, such Initial Purchaser shall have received an Officer’s Certificate of from the Company Issuer certifying as to such matters of fact as such Initial Purchaser may reasonably specify to enable such Initial Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Samples: Note Purchase and Guarantee Agreement (Rexford Industrial Realty, Inc.)
Purchase Permitted By Applicable Law, Etc. On the date Restatement Closing Date, the amendment and restatement of each Closing, each Purchaser’s purchase of the Existing Notes as Series A Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Purchase Permitted By Applicable Law, Etc. On the date of each the Closing, each Purchaser’s such Initial Purchaser shall have determined that its purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Initial Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Initial Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereofof this Agreement. If requested by such Initial Purchaser, such Initial Purchaser shall have received an Officer’s Certificate of from the Company Issuer certifying as to such matters of fact as such Initial Purchaser may reasonably specify to enable such Initial Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Samples: Note Purchase and Guarantee Agreement (Rexford Industrial Realty, Inc.)
Purchase Permitted By Applicable Law, Etc. On the date of each Closing, each such Closing such Purchaser’s purchase of Notes to be issued at such Closing shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such PurchaserPurchaser at least ten Business Days prior to the date of the applicable Closing, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Purchase Permitted By Applicable Law, Etc. On the date of each Closingsuch Closing Date, each such Purchaser’s purchase of the Notes to be purchased by such Purchaser on such Closing Date shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereofExecution Date. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Samples: Note Purchase Agreement (Mettler Toledo International Inc/)
Purchase Permitted By Applicable Law, Etc. On the date of each Closingapplicable Closing Date, each such Purchaser’s purchase of Series 2014-A Notes to be purchased by it on such Closing Date shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereofof this Agreement. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Samples: Note Purchase Agreement (Mettler Toledo International Inc/)
Purchase Permitted By Applicable Law, Etc. On the date of each Closing, each the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any Artisan Partners Holdings LP Note Purchase Agreement applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Purchase Permitted By Applicable Law, Etc. On the date of each Closing, each the Closing such Purchaser’s purchase of Series A Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have Tortoise Power and Energy Infrastructure Fund, Inc. Master Note Purchase Agreement received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Samples: Master Note Purchase Agreement (Tortoise Power & Energy Infrastructure Fund Inc)
Purchase Permitted By Applicable Law, Etc. On the date of each Closing, each Closing such Purchaser’s purchase of Notes the Bonds to be issued and sold at such Closing shall (ai) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (bii) not violate any applicable law or regulation (including, without limitation, Regulation TU, U T or X of the Board of Governors of the Federal Reserve System) and (ciii) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Samples: Bond Purchase Agreement (Central Vermont Public Service Corp)
Purchase Permitted By Applicable Law, Etc. On the date of each Closing, each Purchaser’s The purchase of and payment for the Notes to be purchased by such Purchaser on such Closing Day on the terms and conditions herein provided shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is you are subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such any Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser)tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such any Purchaser, such each Purchaser shall have received an Officer’s Certificate of from the Company certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
Appears in 1 contract
Samples: Multi Currency Note Purchase and Private Shelf Agreement (West Pharmaceutical Services Inc)