PURCHASERS' REPRESENTATIONS AND RESALE Sample Clauses

PURCHASERS' REPRESENTATIONS AND RESALE. Each Purchaser represents and warrants that information furnished in writing to the Company expressly for use with respect to the New Debentures will not contain any untrue statement of a material fact and will not omit any material fact in connection with such information necessary to make such information not misleading. If the Purchasers advise the Company in the Purchase Agreement that they intend to resell the New Debentures, the Company will assist the Purchasers as hereinafter provided. The terms of any such resale will be set forth in the Prospectus. The provisions of Paragraphs C and D of Article VI and Articles VIII, IX and X of this Agreement apply only to Purchasers that have advised the Company of their intention to resell the New Debentures ("Reselling Purchasers"). All other provisions apply to any Purchaser including a Reselling Purchaser.
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PURCHASERS' REPRESENTATIONS AND RESALE. Each Purchaser severally and not jointly represents and warrants that the information furnished in writing by such Purchaser to the Company expressly for use in the Registration Statement, the Basic Prospectus, the Pricing Prospectus or the Prospectus or in any Issuer Free Writing Prospectus, as defined in Article VII hereof, does not and will not contain any untrue statement of a material fact and does not and will not omit any material fact in connection with such information necessary to make such information, in the light of the circumstances under which it was made, not misleading. If the Purchasers advise the Company in the Purchase Agreement that they intend to resell the Securities, the Company will assist the Purchasers as hereinafter provided. The terms of any such resale will be set forth in the Prospectus. The provisions of Paragraphs C, D, E and F of Article VI and Articles VIII, IX, X and XIII of this Agreement apply only to Purchasers that have advised the Company of their intention to resell the Securities (“Reselling Purchasers”). All other provisions apply to any Purchaser, including a Reselling Purchaser. Each Purchaser represents that it has not and agrees that it will not make any offer relating to the Securities by means of a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission, unless (i) the free writing prospectus is listed in Schedule B or Schedule C to the Purchase Agreement, (ii) the information contained in the free writing prospectus is immaterial to the offering of the Securities, or (iii) the consent of the Company is obtained. Each Reselling Purchaser agrees to advise each person to whom it initially resells the Securities, prior to such resale, of the availability of the Pricing Prospectus and each Issuer Free Writing Prospectus referred to in Schedule B to the Purchase Agreement.
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PURCHASERS' REPRESENTATIONS AND RESALE. Each Purchaser represents and warrants that information furnished in writing to GTE expressly for use with respect to the New Securities will not contain any untrue statement of a material fact and will not omit any material fact in connection with such information necessary to make such information not misleading. If the Purchasers advise GTE in the Purchase Agreement that they intend to resell the New Securities, GTE will assist the Purchasers as hereinafter provided. The terms of any such resale will be furnished to GTE in writing and will be set forth in the Prospectus. The provisions of Paragraphs D and E of Article VI and Articles VIII, IX and X of this Agreement apply only to Purchasers that have advised GTE of their intention to resell the New Securities ("Reselling Purchasers"). All other provisions apply to any Purchaser including a Reselling Purchaser.
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PURCHASERS' REPRESENTATIONS AND RESALE. Each Purchaser severally and not jointly represents and warrants that information furnished in writing to the Companies expressly for use with respect to the New Notes will not contain any untrue statement of a material fact and will not omit any material fact in connection with such information necessary to make such information not misleading. If the Purchasers advise Verizon Global Funding in the Purchase Agreement that they intend to resell the New Notes, Verizon Global Funding will assist the Purchasers as hereinafter provided. The terms of any such resale will be set forth in the Prospectus. The provisions of Paragraphs C and D of Article VI and Articles VIII, IX and X of this Agreement apply only to Purchasers that have advised Verizon Global Funding of their intention to resell the New Notes ("Reselling Purchasers"). All other provisions apply to any Purchaser including a Reselling Purchaser.
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PURCHASERS' REPRESENTATIONS AND RESALE. Each Purchaser represents and warrants that information furnished in writing to the Company expressly for use with respect to the New Debentures will not contain any untrue statement of a material fact and will not omit any material fact in connection with such information necessary to make such information not misleading. If the Purchasers advise the Company in the Purchase Agreement that they intend to resell the New Debentures, the Company will assist the Purchasers as hereinafter provided. The terms of any such resale will be set forth in the Prospectus. The provisions of Paragraphs C and D of Article VI and Articles VIII, IX and X of this Agreement apply only to Purchasers that have advised the Company of their intention to resell the New Debentures ("Reselling Purchasers"). All other provisions apply to any Purchaser including a Reselling Purchaser. -2- III. CLOSING The closing will be held at the office of GTE Service Corporation, 0xx Xxxxx, Xxx Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 on the Closing Date. Concurrent with the delivery of the New Debentures to the Purchasers or to the Representative for the account of each Purchaser, payment of the full purchase price of the New Debentures shall be made, at the option of the Company, by certified or official bank check or checks in same day funds, payable to the Company or its order, at The Bank of New York, Attention: Corporate Trust Department or by wire transfer in same day funds to The Bank of New York for the account of the Company. Upon receipt of such check or wire transfer by The Bank of New York, such check or wire transfer shall be deemed to be delivered at the closing. The New Debentures shall be in the form of temporary or definitive fully-registered New Debentures in denominations of One Thousand Dollars ($1,000) or any integral multiple thereof, registered in such names as the Purchasers or the Representative shall request not less than two business days before the Closing Date. The Company agrees to make the New Debentures available to the Purchasers or the Representative for inspection at the office of The Bank of New York or The Depository Trust Company, New York, New York, at least twenty-four hours prior to the time fixed for the delivery of the New Debentures on the Closing Date.
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Related to PURCHASERS' REPRESENTATIONS AND RESALE

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Holder’s Representations and Warranties Holder represents and warrants to and covenants and agrees with the Company as follows: 1. Holder is purchasing the Debenture and the Common Stock issuable upon conversion or redemption of the Debenture (the “Conversion Shares” and, collectively with the Debenture, the “Securities”) for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. 2. Holder is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. 3. Holder understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and “blue sky” laws, and that the Company is relying upon the accuracy of, and Holder’s compliance with, Holder’s representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Holder to purchase the Securities; 4. Holder understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the “Commission”) or any state or provincial securities commission. 5. This Agreement has been duly and validly authorized, executed and delivered by Holder and is a valid and binding agreement of Holder enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Depositor’s Representations and Warranties The Depositor represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

  • Subscriber's Representations and Warranties The Subscriber hereby represents and warrants to and agrees with the Company that:

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Purchaser Representations and Warranties The Purchaser hereby represents and warrants to the Sellers as of the Closing Date (or if otherwise specified below, as of the date so specified) that: 1. the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware; 2. the Purchaser has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement; 3. the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Purchaser’s ability to enter into this Agreement and to consummate the transactions contemplated hereby; 4. the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made; 5. this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Sellers, constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and 6. except as previously disclosed in the Prospectus Supplement, there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Purchaser if determined adversely to the Purchaser would reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;

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