Representations and Warranties With Respect to the Initial Purchasers Sample Clauses

Representations and Warranties With Respect to the Initial Purchasers. 6 SECTION 5.1 Securities Laws; Transfer Restrictions 6
Sample 1
AutoNDA by SimpleDocs
Representations and Warranties With Respect to the Initial Purchasers. Each Initial Purchaser severally and, unless otherwise agreed, not jointly, covenants with the Indenture Parties and the Company that (i) it, its Affiliates and each person acting on its or their behalf will not solicit offers to purchase, or offer or sell, Notes by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, (ii) it, its Affiliates and each person acting on its or their behalf will solicit offers for such Notes only from, and will offer such Notes only to, persons that it reasonably believes to be (A) both Qualified Institutional Buyers and Qualified Purchasers purchasing for their own account or for the account of Qualified Institutional Buyers/Qualified Purchasers as to which the purchasers exercise sole investment discretion, in transactions meeting the requirements of Rule 144A and (B) in purchasing such Notes, be able to (and be deemed to) have represented and agreed as provided in the Offering Memorandum under the captions "Notice to Investors" and "Purchase and Transfer Restrictions", and (iii) such Initial Purchaser, its Affiliates and each person acting on its or their behalf has not given, and will not give, any written information and has not made, or will not make, any representations in connection with any offer and sale of Notes other than those contained in the Offering Memorandum for such Notes. Each Initial Purchaser severally and, unless otherwise agreed, not jointly, represents, warrants, and agrees that: such Initial Purchaser understands that no action has been or will be taken in any jurisdiction by the Issuer or the Company that would permit a public offering of the Notes, or possession or distribution of any Offering Memorandum or any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required; such Initial Purchaser, its Affiliates and each person acting on its or their behalf understand that the Notes have not been registered under the Securities Act and may not be offered or sold except in accordance with Rule 144A under the Securities Act; such Initial Purchaser, its Affiliates and each person acting on its or their behalf, have not and will not take any action that would permit a public offering of the Notes, or possession or distribution of any offering material in relation t...
Sample 1
Representations and Warranties With Respect to the Initial Purchasers 
Sample 1Sample 2Sample 3

Related to Representations and Warranties With Respect to the Initial Purchasers

  • REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER The Purchaser hereby represents and warrants that, as of the Closing Date:

  • Representations and Warranties of the Investors Each of the Investors hereby severally, and not jointly, represents and warrants to the Company that:

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • Representations and Warranties of the Investor The Investor hereby represents and warrants to the Company that:

  • Representations and Warranties of the Seller with Respect to the Receivables The Seller makes the following representations and warranties as to the Receivables on which the Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the Cutoff Date and as of the Closing Date (unless, by its terms, a representation or warranty speaks specifically as of the Cutoff Date or the Closing Date, in which case, such representation or warranty speaks specifically as of such date only), but shall survive the sale, transfer and assignment of the Receivables to the Issuer, and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Representations and Warranties of the Underwriters The Representatives, on behalf of the several Underwriters, represent and warrant to the Company that the information set forth (a) on the cover page of the Prospectus with respect to price, underwriting discount and terms of the offering and (b) under "Underwriting" in the Prospectus was furnished to the Company by and on behalf of the Underwriters for use in connection with the preparation of the Registration Statement and is correct and complete in all material respects.

  • Representations and Warranties of the Dealer Manager The Dealer Manager represents and warrants to the Company during the term of this Agreement that:

  • Representations and Warranties of the Issuer (a) With respect to the Mortgage Notes, the Issuer represents and warrants that: (i) This Indenture creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the “UCC”) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Issuer; (ii) The Mortgage Notes constitute “instruments” within the meaning of the applicable UCC; (iii) The Issuer owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iv) The Issuer has received all consents and approvals required by the terms of the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the Indenture Trustee; (v) All original executed copies of each Mortgage Note have been or will be delivered to the Indenture Trustee (or its custodian), as set forth in the Transfer and Servicing Agreement; (vi) The Issuer has received a written acknowledgement from the Indenture Trustee (or its custodian) that it is holding the Mortgage Notes solely on behalf and for the benefit of the Indenture Trustee; (vii) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer; and (viii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. (b) The representations and warranties set forth in this Section 3.22 shall survive the Closing Date and shall not be waived.

  • Representations and Warranties of the Underwriter The Underwriter represents and warrants to, and agrees with, the Company:

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

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