Representation of the Underwriters. The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.
Representation of the Underwriters. The Representatives represent and warrant to the Company that they are authorized to act as the representatives of the Underwriters in connection with this financing and that the Representatives' execution and delivery of this Agreement and any action under this Agreement taken by such Representatives will be binding upon all Underwriters.
Representation of the Underwriters. Each of the Underwriters ---------------------------------- represents and warrants to, and agrees with, the Bank that (w) it has only issued or passed on and shall only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Certificates to a person who is of a kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements) (Exemptions) Order 1996 (as amended) or who is a person to whom the document may otherwise lawfully be issued or passed on, (x) it has complied and shall comply with all applicable provisions of the Financial Services Xxx 0000 and other applicable laws and regulations with respect to anything done by it in relation to the Certificates in, from or otherwise involving the United Kingdom and (y) if that Underwriter is an authorized person under the Financial Services Xxx 0000, it has only promoted and shall only promote (as that term is defined in Regulation 1.02 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any person in the United Kingdom the scheme described in the Prospectus if that person is of a kind described either in Section 76(2) of the Financial Services Xxx 0000 or in Regulation 1.04 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991.
Representation of the Underwriters. Each of the Underwriters severally represents and warrants to the Company that the information furnished to the Company in writing by such Underwriter or by you expressly for use in the preparation of the Registration Statement or the Final Prospectus does not, and any amendments thereof or supplements thereto thus furnished will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
Representation of the Underwriters. Each Underwriter hereby represents and warrants that the Term Sheet constitutes the only "Series Term Sheet" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996) and the only "Computational Materials," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheet" (as such terms are defined in the no-action letters addressed to Xxxxxx, Xxxxxxx Acceptance Corporation I, et al. dated May 20, 1994 and to the Public Securities Association dated February 17, 1995) disseminated by it in connection with offering of the Notes contemplated hereunder.
Representation of the Underwriters. The Representative will act for the several Underwriters set forth in the applicable Terms Agreement in connection with the transactions described in this Agreement and such Terms Agreement with respect to a given Series of Notes and any action taken by the Representative under this Agreement will be binding upon all the Underwriters for such Series of Notes.
Representation of the Underwriters. Each Underwriter, severally, represents that it will not, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(11) of the Act) with respect to the Notes, transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that is sponsored by such Underwriter or an Affiliate of such Underwriter and that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes without the prior written consent of the Bank.
Representation of the Underwriters. Each Underwriter has represented and agreed that:
(a) it has not offered or sold and will not offer or sell any notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments, as principal or agent, for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended (the “POS Regs”);
(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of section 21 of the Financial Services and Markets Xxx 0000 (the “FSMA”), received by it in connection with the issue or sale of any notes in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.
Representation of the Underwriters. The Representatives represent and warrant to the Company that they are authorized to act as the representatives of the Underwriters in the subject matter of this Agreement, and the Representatives' execution and delivery of this Agreement and any action under this Agreement taken by such Representatives will be binding upon all Underwriters.
Representation of the Underwriters. Each Underwriter hereby represents and warrants that the Term Sheet constitutes the only "Series Term Sheet" (as such term is defined in the no-action letter addressed to Greenwood Trust Company, Discover Card Master Trust I dated April 5, 1996) and the only "Computational Materials," "ABS Term Sheets," "Structural Term Sheets" or "Collateral Term Sheet" (as such terms are defined in the no-action letters addressed to Kidder, Peabody Acceptance Corporation I, et al. dated May 20, 1994 anx xx xhe Xxxxxx Securities Association dated February 17, 1995) disseminated by it in connection with offering of the Notes contemplated hereunder.
