Representations and Agreements By Depositary Agent Sample Clauses

Representations and Agreements By Depositary Agent. The Depositary Agent hereby represents and agrees (in its capacity as securities intermediary hereunder) that (i) the Depositary Agent is a “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) and is acting in that capacity, (ii) the Depositary Agent is not a “clearing corporation” (as defined in Section 8-102(a)(5) of the UCC), (iii) each Account and Sub-Account is a “securities account” (as defined in Section 8-501(a) of the UCC), (iv) the Depositary Agent will treat any and all “instruments” (as defined in Section 9-102(a)(47) of the UCC), “securities” (as defined in Section 8-102(a)(15) of the UCC), “security entitlements” (as defined in Section 8-102(a)(17) of the UCC) and other assets and property credited from time to time to any of the Accounts or Sub-Accounts as “financial assets” (as defined in Section 8-102(a)(9) of the UCC), (v) no “financial asset” (as defined in Section 8-102(a)(9) of the UCC) credited to any Account shall be registered in the name of, payable to the order of, or specially indorsed to any person other than the Depositary Agent, unless indorsed to the Depositary Agent or in blank, (vi) the Borrower is the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) of each Account and each Sub-Account thereof, subject to the “control” (within the meaning of Section 8-106 of the UCC) of the Collateral Agent, (vii) the Depositary Agent does not have any “adverse claim” (as defined in Section 8-102(a)(1) of the UCC) or “notice of adverse claim” (within the meaning of Section 8-105 of the UCC) in respect of any Account, Sub-Account or “financial asset” (as defined in Section 8-102(a)(9) of the UCC) credited thereto, and will promptly notify the Collateral Agent upon obtaining any such adverse claim or notice of adverse claim, and (viii) the Depositary Agent hereby subordinates any security interest, Lien and right of setoff in respect of any Account Agreement Collateral which the Depositary Agent may have or acquire from time to time by agreement or by operation of Law to the security interest of the Collateral Agent created by Section 2.3 hereof (for the avoidance of doubt, this shall not affect the rights of the Collateral Agent to setoff amounts in accordance with the Financing Documents). To the extent that the Accounts are not considered “securities accounts” (within the meaning of Section 8-501(a) of the UCC), the Accounts shall be deemed to be “deposit accounts” (as defined in Section 9-102(a)(29...
Sample 1
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Related to Representations and Agreements By Depositary Agent

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that:

  • Representations and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates shall remain operative and in full force and effect regardless of any investigation made by any party, and shall survive the Termination Date.

  • Representations and Agreements to Survive Delivery The indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Cowen, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

  • Representation, Warranties and Agreements of the Trust The Trust represents, warrants and agrees that:

  • REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE (a) Executive represents and warrants that he is free to enter into this Agreement and to perform the duties required hereunder, and that there are no employment contracts or understandings, restrictive covenants or other restrictions, whether written or oral, preventing the performance of his duties hereunder.

  • Survival of Representations and Agreements All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

  • Representation and Agreement Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).

  • SELLER'S REPRESENTATION AND AGREEMENTS (a) Seller represents and warrants as of this date that:

  • Representations, Warranties and Agreements of the Servicer The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Master Servicer, the Depositor and the Trustee, as of the Closing Date:

  • Representations, Warranties and Agreements of the Trust The Trust represents, warrants and agrees that:

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