Representations of the Lender. The Lender represents that (a) it is a bank which at the date hereof is a resident of Luxembourg, is subject to taxation in Luxembourg on the basis of its registration as a legal entity, location of its management body or another similar criterion and it is not subject to taxation in Luxembourg merely on income from sources in Luxembourg or connected with property located in Luxembourg; (b) it will account for the Loan on the date of closing on its balance sheet as an asset under “loans and advances to customers” and any arrangements with the agreed funding source as a liability under “liabilities evidenced by paper”; and (c) at the date hereof, it does not have a permanent establishment in Russia. The Lender shall make reasonable and timely efforts to assist the Borrower to obtain relief from withholding of Russian income tax pursuant to the double taxation treaty between Russia and the jurisdiction in which the Lender is incorporated, including its obligations under Clause 8.8 (Delivery of Forms). The Lender makes no representation as to the application or interpretation of any double taxation treaty between Russia and the jurisdiction in which the Lender is incorporated.
Representations of the Lender. The Lender hereby represents and warrants to Borrower that:
Representations of the Lender. The Lender hereby represents and warrants to the Borrower that each of the representations and warranties set forth in Section 5.2 of the Debenture (as amended by this Amendment) are true and correct as of the Amendment Date, in each case with references to "this Agreement" referring to the Debenture as amended by this Amendment.
Representations of the Lender. The Lender represents and warrants to the Borrower as set forth below.
Representations of the Lender. The Lender represents that (a) it is a private limited liability company which at the date hereof is a resident of Ireland, is subject to taxation in Ireland on the basis of its registration as a legal entity, location of its management body or another similar criterion and it is not subject to taxation in Ireland merely on income from sources in Ireland or connected with property located in Ireland; and (b) on the assumption that entering into this Agreement and the transactions contemplated herein does not cause the Lender to have a permanent establishment in Russia, on the date hereof, it does not have a permanent establishment in Russia The Lender, at the cost of the Borrower, shall make reasonable and timely efforts to assist the Borrower to obtain relief from withholding of Russian income tax pursuant to the double taxation treaty between Russia and the jurisdiction in which the Lender is incorporated, including its obligations under Clause 8.8 (Delivery of Forms). The Lender makes no representation as to the application or interpretation of any double taxation treaty between Russia and the jurisdiction in which the Lender is incorporated.
Representations of the Lender. Section 7.1 Each KBS Lender hereby, with respect to itself only, represents and warrants to GKK Stars that: (i) the KBS Lender is duly and legally authorized to enter into this Agreement and to consummate the transactions contemplated hereby; (ii) the person executing this Agreement on behalf of the KBS Lender and any other document or instrument executed and delivered in connection with this Agreement has the full power and authority to execute and deliver all such documents and instruments and to cause the KBS Lender to perform any act which may be necessary pursuant to the terms of this Agreement; (iii) this Agreement and any documents executed by the KBS Lender in connection herewith constitute the legal, valid and binding obligations of the KBS Lender, enforceable against the KBS Lender in accordance with their terms, subject to bankruptcy, creditors' rights, and equitable principles; (iv) Xxxxxxx, or its affiliate, currently owns 48.2% of the Mortgage Loan and 48.2% of the Junior Mezzanine Loan; (v) Citi, or its affiliate, currently owns 37.5% of the Mortgage Loan and 37.5% of the Junior Mezzanine Loan; (vi) KBSAS currently owns 14.3% of the Mortgage Loan and 14.3% of the Junior Mezzanine Loan; (vii) the KBS Lender has not sold, transferred or otherwise conveyed its interests in the Loans, other than the sale of the Senior Mezzanine to Xxxxxxx and Citi Financial pursuant to the KBS Master Repurchase Agreement, (viii) the KBS Lender has received the consent of Xxxxxxx and Citi Financial to enter into this Agreement, and (ix) it is a sophisticated party, acting without duress and upon the advice of its own independent counsel (which has advised such parties that its undertakings with respect to the transactions are fully enforceable).
Section 7.2 Each of KBS Lender's representations and warranties expressed in the immediately prior Section shall survive for a period of six (6) months after the Outside Transfer Date and any action for a breach of any KBS Lender's representations and warranties expressed in the immediately prior Section must be made and filed within said six (6) month period unless GKK Stars is prevented from filing any such action by operation of law or judicial proceeding.
Representations of the Lender. The Lender represents and warrants to the Borrower, and acknowledges that the Borrower is relying upon such representations and warranties in entering into this Agreement, as follows:
(a) the Lender is not a “U.S. Person” as defined by Regulation S of the Securities Act and is not intending to convert the Principal Sum into shares for the account or benefit of a U.S. Person.
Representations of the Lender. The Lender represents that (a) it is a bank which at the date hereof is a resident of Luxembourg, is subject to taxation in Luxembourg on the basis of its registration as a legal entity, location of its management body or another similar criterion and it is not subject to taxation in Luxembourg merely on income from sources in Luxembourg or connected with property located in Luxembourg; (b) it will account for the Loan on the date of closing on its balance sheet as an asset under "loans and advances to customers" and any arrangements with the agreed funding source as a liability under "liabilities evidenced by paper" and (c) at the date hereof, it does not have a permanent establishment in Russia. The Lender shall make reasonable and timely efforts to assist each relevant Guarantor to obtain relief from the withholding of income tax in any jurisdiction in which the relevant Guarantor is resident for tax purposes, pursuant to the double taxation treaty between the jurisdiction in which the relevant Guarantor is resident for tax purposes and the jurisdiction in which the Lender is incorporated, including its obligations under Clause 4.8 (Delivery of Forms). The Lender makes no representation as to the application or interpretation of any double taxation treaty between the jurisdiction in which the relevant Guarantor is resident for tax purposes and the jurisdiction in which the Lender is incorporated.
Representations of the Lender. The Lender hereby represents and warrants to the Borrower, as of the date hereof, the following:
5.2.1 The Lender has full power and capacity to enter into, execute and perform this Agreement, which Agreement, once executed by the Lender, shall be the valid and binding obligation of such party, enforceable against such party by any court of competent jurisdiction in accordance with its terms;
5.2.2 The Lender is not bound by or subject to any contract, agreement, law, court order or judgment, administrative ruling, regulation or any other item which prohibits or restricts such party from entering into and performing this Agreement in accordance with its terms, or requiring the consent of any third party prior to the entry into or performance of this Agreement in accordance with its terms by such party;
5.2.3 The Lender acknowledges that it is acquiring the Securities for its own account, and not with a view toward the subdivision, resale, distribution, or fractionalization thereof; the Lender has no contract, undertaking, or arrangement with any person to sell, transfer, or otherwise dispose of the Securities (or any portion thereof hereby subscribed for), and has no present intention to enter into any such contract, undertaking, agreement or arrangement;
5.2.4 The execution of this Agreement by the Lender is not the result of any form of General Solicitation or General Advertising (as such terms are used in Rule 502(c) promulgated under the Securities Act of 1933, as amended (the "Act"));
5.2.5 The Lender hereby acknowledges that: (A) the offering of the Securities was made only through direct, personal communication between the Lender and the Borrower; (B) the Lender has had full access to material concerning the Borrower's planned business and operations, which material was furnished or made available to the Lender by officers or representatives of the Borrower, including the Borrower's filings with the U.S. Securities and Exchange Commission ("SEC") available on the SEC web site at xxx.xxx.xxx; (C) the Borrower has given the Lender the opportunity to ask any questions and obtain all additional information desired in order to verify or supplement the material so furnished; and (D) the Lender understands and acknowledges that purchasers of the Securities must be prepared to bear the economic risk of such investment for an indefinite period because of: (I) the heightened nature of the risks associated with an investment in the Borrower due to its status a...
Representations of the Lender. On the date of this Agreement, the Lender makes the following representations:
7.2.1. The Lender is duly incorporated, legally operating and is eligible to carry out the lending operation pursuant to the laws of Vietnam.
7.2.2. The Lender has the authority to execute or perform and has completed all necessary corporate procedures and other necessary procedures to execute or perform this Agreement.
7.2.3. The Lender has clearly read and thoroughly understood all the terms and conditions and has been completely willing to execute and perform this Agreement and the Credit Documents.
