Representations of the Underwriters. (a) Each Underwriter, severally, represents that it will not, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Notes, transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that is sponsored by such Underwriter or an Affiliate of such Underwriter and that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes without the prior written consent of the Bank.
(b) Each Underwriter severally represents and agrees (i) that it did not enter into any contract of sale for any Notes prior to the Applicable Time and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Notes, convey to each investor to whom the Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Bank), at or prior to the applicable time of any such contract of sale with respect to such investor, the Preliminary Prospectus.
(c) Each Underwriter severally represents and agrees that: (i) it has complied and will comply with all applicable provisions of the Financial Services and Markets Xxx 0000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (ii) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuing Entity.
(d) Each Underwriter, severally, represents that it has not and covenants that it will not provide any oral or written Rating Information (as defined below) to a Note Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), unless a designated representative from the Bank participated in or participates in such communication; provided, however, that if an Underwriter received or receives an oral communication from a Note Rating Agency, such Underwriter was and is authorized to inform such Note Rating Agency that it will respond to the oral communication with a designated representative from the Bank. For pur...
Representations of the Underwriters. Each Underwriter of the Class A(2007-5) Notes has represented and agreed that: (a) it has not offered or sold, and prior to the date which is six months after the date of issue of the Class A(2007-5) Notes, will not offer or sell any Class A(2007-5) Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Public Offers of Securities Regulations 1995; (b) it has complied and will comply with all applicable provisions of the Financial Services and Markets Xxx 0000 (the “FSMA”) with respect to anything done by it in relation to the Class A(2007-5) Notes in, from or otherwise involving the United Kingdom; and (c) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Class A(2007-5) Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuing Entity.
Representations of the Underwriters. (a) Each Underwriter, severally, represents that it will not, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Notes, transfer, deposit or otherwise convey any Notes into a trust or other type of special purpose vehicle that is sponsored by such Underwriter or an Affiliate of such Underwriter and that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Notes without the prior written consent of the Bank.
(b) Each Underwriter, severally, represents and agrees (i) that it did not enter into any contract of sale for any Notes prior to the Applicable Time (as defined in the applicable Terms Agreement) and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Notes, convey to each investor to whom Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Bank), at or prior to the applicable time of any such contract of sale with respect to such investor, the Preliminary Prospectus.
Representations of the Underwriters. Each of the Underwriters severally represents and warrants to the Company that the information furnished to the Company in writing by such Underwriters or by you expressly for use in the preparation of the Registration Statement or the Prospectus does not, and any amendments thereof or supplements thereto thus furnished will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Through you, each Underwriter has only furnished to the Company expressly for such use, the statements made in the last paragraph of the cover page of the Prospectus and the statements relating to the terms of the offering by the several Underwriters set forth under the caption "Underwriting" in the Prospectus.
Representations of the Underwriters. Each of the Underwriters severally represents and warrants to the Company and the Selling Stockholders that the information furnished to the Company in writing by such Underwriters or by you expressly for use in the preparation of the Registration Statement or the Prospectus does not, and any amendments thereof or supplements thereto thus furnished will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Through you each Underwriter has only furnished to the Company expressly for such use and the statements relating to the terms of the offering by the several Underwriters set forth under the caption "Underwriting" in the Prospectus.
Representations of the Underwriters. Each Underwriter of the Class A(2021-1) Notes has represented and agreed that: (a) it has complied and will comply with all applicable provisions of the Financial Services and Markets Xxx 0000 (the “FSMA”) with respect to anything done by it in relation to the Class A(2021-1) Notes in, from or otherwise involving the United Kingdom; and (b) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Class A(2021-1) Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer.
Representations of the Underwriters. The Underwriters represent and warrant to the Company that the information furnished to the Company in writing by the Underwriters expressly for use in the Registration Statement or the Prospectus does not, and any amendments thereof or supplements thereto thus furnished will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company acknowledges that the statements relating to the terms of the offering by the Underwriters under the caption "Underwriting" in any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in any Preliminary Prospectus and the Prospectus.
Representations of the Underwriters. (a) The Underwriters have not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 under the Act or that would otherwise constitute a “free writing prospectus” as defined in Rule 405 under the Act required to be filed by the Company with the Commission or retained by the Company under Rule 433.
Representations of the Underwriters. Each Underwriter, severally and not jointly, represents and warrants to, and agrees with, the Company and Guarantors that:
(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Offered Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Guarantors; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom.
Representations of the Underwriters. Each of the Underwriters severally represents and warrants to the Company and each of the Selling Shareholders that the information furnished to the Company and each of the Selling Shareholders in writing by such Underwriters or by you expressly for use in the preparation of the Registration Statement or the Base Prospectus or Prospectus Supplement does not, and any amendments thereof or supplements thereto thus furnished will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The statements relating to the terms of the offering by the several Underwriters set forth under the caption “Underwriting” in the Prospectus Supplement shall constitute the only information furnished by any Underwriter for use in the Registration Statement or the Base Prospectus or Prospectus Supplement.
