Representations of Lender. Lender represents and warrants to Bank that: (i) this Lending Agreement is, and each Loan shall be, legally and validly entered into, and does not and shall not violate any statute, regulation, rule, order or judgment binding on Lender, or any provision of Lender's charter or by-laws, or any agreement binding on Lender or affecting its property; (ii) the person executing this Lending Agreement and all Authorized Persons acting on behalf of Lender has and have been duly and properly authorized to do so; (iii) it is lending Securities as principal and shall not transfer, assign or encumber its interest in, or rights with respect to, any Securities available for Loan hereunder; (iv) it is the beneficial owner of all Securities or otherwise has the right to lend Securities; and (v) it is entitled to receive all interest, dividends and other distributions (including, but not limited to, payments made by the depositary in connection with American Depositary Receipts and Global Depositary Receipts) ("Distributions") made by the issuer with respect thereto. Lender shall promptly identify to Bank by notice, which notice may be oral, any Securities that are no longer subject to the representations contained in (b).
Representations of Lender. Lender represents and warrants to Chase that: (i) this Lending Agreement is, and each Loan shall be, legally and validly entered into, and does not and shall not violate any statute, regulation, rule, order or judgment binding on Lender, or any provision of Lender's charter or by-laws, or any agreement binding on Lender or affecting its property, and is enforceable against Lender in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or similar laws, or by equitable principles relating to or limiting creditors' rights generally; (ii) the person executing this Lending Agreement and all Authorized Persons acting on behalf of Lender has and have been duly and properly authorized to do so; (iii) it is lending Securities as principal and shall not transfer, assign or encumber its interest in, or rights with respect to, any Securities available for Loan hereunder; (iv) it is the beneficial owner of all Securities or otherwise has the right to lend Securities; and (v) it is entitled to receive all interest, dividends and other distributions ("Distributions") made by the issuer with respect thereto. Lender shall promptly identify to Chase by notice, which notice may be oral, any Securities that are no longer subject to the representations contained in (b).
Representations of Lender. Lender represents and warrants to Chase that: (i) this Lending Agreement is, and each Loan shall be, legally and validly entered into, and does not and shall not violate any statute, regulation, rule, order or judgment binding on Lender, or any provision of Lender's charter or by-laws, or any agreement binding on Lender or affecting its property; (ii) the person executing this Lending Agreement and all Authorized Persons acting on behalf of Lender has and have been duly and properly authorized to do so; (iii) it is lending Securities as principal and shall not transfer, assign or encumber its interest in, or rights with respect to, any Securities available for Loan hereunder; and (iv) it is the beneficial owner of all Securities or otherwise has the right to lend Securities pursuant to the policies and restrictions contained in each Lender's prospectus and statement of additional information; and (v) it is entitled to receive all interest, dividends and other distributions ("Distributions") made by the issuer with respect to such Securities. Lender shall promptly identify to Chase by notice, which notice may be oral, any Securities that are no longer subject to the representations contained in (b).
Representations of Lender. 5.1 Lender's representations in this Agreement are complete and accurate to the best of Lender's knowledge, and the Company may rely upon them.
Representations of Lender. By acceptance of this Note, Lender represents to Borrower that Lender is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and that this Note and any securities issuable upon any conversion thereof are being acquired for Xxxxxx's own account and for the purpose of investment and not with a view to, or for sale in connection with, the distribution of the same, nor with any present intention of distributing or selling the same.
Representations of Lender. Lender represents and warrants to the Borrower that:
Representations of Lender. The Lender hereby makes the following representations and warranties:
Representations of Lender. Lender shall be liable to the A-2 Holder for its representations and warranties pursuant to this Section 7.01 notwithstanding any other limitations on its liability in this Agreement. Lender, as originating lender, Agent, and Initial A-1 Holder, represents and warrants to Initial A-2 Holder that the execution, delivery and performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and does not contravene Lender’s charter or any law or contractual restriction binding upon Lender, and that this Agreement is the legal, valid and binding obligation of Lender enforceable against the Lender in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. Lender further represents and warrants to each initial Holder, that:
Representations of Lender. Lender hereby represents and warrants to Company as follows:
Representations of Lender. The Lender represents that (a) the Lender has the legal right and authority to execute, deliver and perform this Agreement, and no disability or contractual obligation exists which would prohibit the Lender from so doing; (b) the Lender has obtained all necessary approvals or authorizations by all regulatory bodies and other third parties required to be obtained by the Lender to consummate the transactions contemplated hereby; (c) the execution and delivery of this Agreement by the Lender complies, and all transactions by the Lender contemplated hereby will comply, with all applicable laws and regulations applicable to the Lender, including, without limitation, all rules and regulations of the Securities and Exchange Commission, and will not be in violation of any of the foregoing; (d) when transferred to the Borrower pursuant hereto, the Loaned Securities shall be transferred free and clear of any security interests, liens or encumbrances, and (e) the Loaned Securities are validly issued, fully paid and nonassessable.
