Representations of Payee Sample Clauses

Representations of Payee. By acceptance of this Note, Payee represents and warrants to Maker that (i) Payee is an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended; is sophisticated in financial matters; is able to evaluate the risks and benefits of the investment in this Note and the Shares; and is able to make an informed investment decision; (ii) Payee is acquiring this Note and any Shares for Payee's own account for investment purposes, and Payee has no intention of selling this Note or any such Shares in a public distribution in violation of the federal securities laws or any applicable state securities laws; (iii) in acquiring this Note and any Shares, Payee is not relying upon any information other than the results of Payee's own independent investigation, and the following documents (xxx xeceipt of which are hereby acknowledged by Payee): (A) Maker's Annual Report on Form 10-K for its most recent fiscal year and Quarterly Reports on Form 10-Q filed since the end of its most recent fiscal year; (B) Maker's Proxy Statement for its most recent Annual Meeting of Shareholders and its Proxy Statement for the Special Meeting of Shareholders held on February 28, 2001; and (C) any current reports on Form 8-K filed by Maker since the end of its most recent fiscal year.
Sample 1
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Representations of Payee 
Sample 1

Related to Representations of Payee

  • Representations of BISYS BISYS represents and warrants that: (a) BISYS has been in, and shall continue to be in, substantial compliance with all provisions of law, including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required in connection with the performance of its duties under this Agreement; and (b) the various procedures and systems which BISYS has implemented with regard to safekeeping from loss or damage attributable to fire, theft or any other cause of the blank checks, records, and other data of the Trust and BISYS' records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are required for the secure performance of its obligations hereunder.

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations of GFS GFS represents and warrants to the Trust that:

  • Representations of Company (a) Company represents and warrants that the Variable Accounts have been established and are in good standing under the laws of their state of organization; and the Variable Accounts have been registered as unit investment trusts under the 1940 Act and will remain so registered, or are exempt from registration pursuant to Section 3(c)(11) of the 1940 Act;

  • REPRESENTATIONS OF THE TRUST The Trust certifies to Ultimus that: (1) as of the close of business on the Effective Date, each Portfolio that is in existence as of the Effective Date has authorized unlimited shares, and (2) this Agreement has been duly authorized by the Trust and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

  • Representations of Borrower The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Default will have occurred and be continuing on such date.

  • Representations of the Holder In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows:

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Representations of the Company The Company represents and warrants to the Purchaser that:

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof:

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