Representations of the Lenders. In order to induce the Loan Parties to enter into this Agreement, each of the Lenders, severally and not jointly, represents and warrants to each Principal Company that:
Representations of the Lenders. Each Lender listed on the signature pages hereof hereby represents and warrants that it will make its Loans for its own account in the ordinary course of its business and without a view to distribution of such Loans within the meaning of the Securities Act or the Exchange Act or other federal or state securities laws (it being understood that, subject to the provisions of this Section 9.1., the disposition of such ------------ Loans or any interests therein shall at all times remain within its exclusive control). Each Lender that becomes a party hereto pursuant to an Assignment Agreement shall be deemed to agree that the representations and warranties of such Lender contained in such Assignment Agreement are incorporated herein by this reference.
Representations of the Lenders. Each Lender represents ------------------------------ and acknowledges that the Loans are not registered under the Securities Act of 1933, as amended (the "Securities Act") or under any state securities laws, that the extension of the Loans are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act and from similar exemptions under state securities laws as not involving any public offering and that the Borrower's reliance on such exemption is predicated in part on the representations made by each Lender to and with the Borrower that such Lender (1) is acquiring the Loans for investment for its own account, with no present intention of reselling or otherwise distributing the same (other than a portion of its Commitments, Loans and other obligations hereunder to R. Xxxxxxxx Xxxxx), (2) is an "accredited investor" as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments made or to be made in connection with the extension of the Loans. The Loans may not be transferred except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act if the transferor delivers a certificate, in form and substance reasonably satisfactory to the Borrower, that such transfer complies with the requirements of Rule 144, or (iii) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Borrower and, in the case of any transfer pursuant to clause (iii) other than to an affiliate of such Lender or R. Xxxxxxxx Xxxxx, with the delivery to the Borrower of an opinion of counsel reasonably satisfactory to the Borrower by counsel reasonably satisfactory to the Borrower (and the Borrower hereby acknowledges and agrees that Xxxxxxx Xxxxxxx & Xxxxxxxx is reasonably satisfactory to the Borrower), stating that no registration is required under the Securities Act.
Representations of the Lenders. Each Lender has actively engaged in the negotiation of all of the terms of this Agreement. Each of the Loan Agent and the Collateral Agent has no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect to the Borrowers whether coming into its possession as of the date of this Agreement or at any time thereafter, or to notify any Lender of any Event of Default except as provided in Section 7.5 hereof. This Agreement and all instruments or documents delivered in connection with this Agreement have been reviewed and approved by each Lender and none of the Lenders have relied on the Loan Agent or the Collateral Agent as to any legal or factual matter in connection therewith or in connection with the transactions contemplated thereunder.
Representations of the Lenders. 64 SECTION 7.5
Representations of the Lenders. Each Lender represents and warrants to the other parties hereto that:
Representations of the Lenders. Each of the Lenders, severally and not jointly, represents and warrants to the Borrower as set forth below.
Representations of the Lenders. Each Lender represents and warrants to the Company and the Guarantors that:
(a) (i) it is a qualified institutional buyer or (ii) it is outside the United States as defined in Rule 902(l) of the Securities Act;
(b) it understands that the Notes have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and it will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of the Notes unless pursuant to a transaction either registered under, or exempt from registration under, the Securities Act and the applicable securities laws of any state or other jurisdiction; and
(c) it understands that the Notes may not and will not be offered or sold to the public in Luxembourg, directly or indirectly, and, neither this document nor any other circular, form of application, advertisement or other material will be distributed or otherwise made available to the public in, or from or published in, Luxembourg. For the avoidance of doubt, nothing in this Facility Agreement should be construed as implying that the Notes constitute a security under the laws of any jurisdiction other than Greece.
Representations of the Lenders. Each Lender represents and warrants, severally and only as to itself, to the other Lenders, Lessor, the Collateral Agent and the Lessee that as of the date hereof and as of the Closing Date:
Representations of the Lenders. Each Lender represents that it is acquiring the Loans for its own account and not with a view to the distribution thereof, provided that the disposition of such Lender's property shall at all times be within its control. Each Lender understands that the Loans have not been registered under the Securities Act of 1933, as amended from time to time (the "Securities Act"), and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and the Borrower is not required to register such Loans. [Signature pages follow.]
