Supplemental Representations Clause Samples
The Supplemental Representations clause requires one or both parties to provide additional assurances or statements beyond the standard representations and warranties in an agreement. These supplemental representations may address specific facts, conditions, or obligations unique to the transaction, such as compliance with particular regulations or the absence of undisclosed liabilities. By including this clause, the parties ensure that all relevant information is disclosed and that any unique risks are explicitly addressed, thereby reducing the likelihood of misunderstandings or disputes arising from incomplete or inaccurate disclosures.
Supplemental Representations. The Company represents and warrants to each Purchaser that except as hereinafter set forth in this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct in all material respects as of the date hereof with respect to the Series ______ Notes with the same force and effect as if each reference to “Series 2011A Notes” set forth therein was modified to refer the “Series ______ Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by the _______ Supplement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement which are supplemented hereby:
Supplemental Representations. The Company represents and warrants to each Additional Purchaser that except as hereinafter set forth in this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement (other than representations and warranties that apply solely to a specific earlier date (other than the date of an earlier Closing) which shall be true as of such earlier date and other than the Section references hereinafter set forth) is true and correct in all material respects as of the date hereof with respect to the Series ______ Notes with the same force and effect as if each reference to “the Notes” set forth therein was modified to refer to the “Series ______ Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by the _______ Supplement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement which are supplemented hereby:
Supplemental Representations. Each Obligor represents and warrants to each Purchaser that except as hereinafter set forth in this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct in all material respects as of the date hereof with respect to the Series 2011A Notes with the same force and effect as if each reference to “Series 2008A Notes” set forth therein was modified to refer to the “Series 2011A Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by the First Supplement and the Second Supplement. Capitalized terms used herein without definition herein or in the Second Supplement have the respective meanings ascribed to them in the Note Purchase Agreement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement, where similar sections exist, which are supplemented hereby:
Supplemental Representations. The Company represents and warrants to each Purchaser that except as hereinafter set forth in this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement (other than representations and warranties that apply solely to a specific earlier date which shall be true as of such earlier date) is true and correct in all material respects as of the date hereof with respect to the Series 2019A Notes with the same force and effect as if each reference to “the Second Closing Notes” set forth therein was modified to refer to the “Series 2019A Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by the Fourth Supplement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement which are supplemented hereby:
Supplemental Representations. The Section references hereinafter set forth correspond to the similar sections of the Agreement which are supplemented hereby: Exhibit A (to Request for Purchase) Reference is made to the Private Shelf Agreement (as amended from time to time, the “Agreement”), dated as of September 22, 2016 among Graybar Electric Company, Inc., a New York corporation (the “Company”), and MetLife Investment Management Limited, MetLife Investment Management, LLC (together, “MetLife”) and each MetLife Party which becomes party thereto, on the other hand. All terms used herein that are defined in the Agreement have the respective meanings specified in the Agreement. MetLife or the MetLife Party which is named below as a Purchaser of Shelf Notes hereby confirms the representations as to such Shelf Notes set forth in Section 6 of the Agreement, and agrees to be bound by the provisions of the Agreement applicable to the Purchasers or holders of the Notes. Pursuant to Section 2(f) of the Agreement, an Acceptance with respect to the following Accepted Notes is hereby confirmed:
Supplemental Representations. Each Obligor represents and warrants to each Purchaser that except as hereinafter set forth in this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct in all material respects as of the date hereof with respect to the Series 2015A Notes with the same force and effect as if each reference to “Series 2008A Notes” set forth therein was modified to refer to the “Series 2015A Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by the First Supplement, the Second Supplement and the Third Supplement. Capitalized terms used herein without definition herein or in the First Supplement or the Second Supplement have the respective meanings ascribed to them in the Note Purchase Agreement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement, where similar sections exist, which are supplemented hereby:
Supplemental Representations. The Company represents and warrants to each Purchaser that except as hereinafter set forth in this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct in all material respects as of the date hereof with respect to the Series Notes with the same force and effect as if each reference to “Series 2010-A Notes” set forth therein was modified to refer the “Series Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by the Supplement and each reference to a particular Schedule set forth therein was modified to refer such Schedules as set forth in this Exhibit A, and each reference to “
Supplemental Representations. The Company represents and warrants to each Purchaser that, except as hereinafter set forth in this Schedule 4, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct in all material respects as of the date hereof with respect to the Series [ ] Notes with the same force and effect as if each reference to “2011 Notes” set forth therein was modified to refer to the “Series [ ] Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by the [ ] Supplement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement that are supplemented hereby: [Add any additional Sections as appropriate at the time the Series [ ] Notes are issued and any exceptions to the representations and warranties] June 9, 2011 Each of the Purchasers identified on Schedule 1 hereto Re: CHS Inc. Master Note Purchase Agreement Ladies and Gentlemen: We have acted as special counsel to CHS Inc., a cooperative corporation formed under the laws of the State of Minnesota (the “Company”), in connection with the documents listed on Schedule 2 attached hereto (the “Transaction Documents”). This opinion is being delivered to each of the purchasers identified on Schedule 1 hereto (each, a “Purchaser” and collectively, the “Purchasers”) at the request of the Company pursuant to Section 4.4(b) of the Note Purchase Agreement (as defined on Schedule 2 hereto). Capitalized terms defined in this opinion and in the schedules and exhibits hereto are used herein and therein as so defined. Capitalized terms used in this opinion and in the schedules and exhibits hereto that are not defined herein or therein shall have the meanings given such terms in the Note Purchase Agreement. In connection with this opinion, we have examined the Transaction Documents and the following documents:
Supplemental Representations. The Section references hereinafter set forth correspond to the similar sections of the Agreement which are supplemented hereby: Reference is made to the Note Purchase and Master Note Agreement (the “Agreement”), dated as of June 10, 2021, among Stepan Company, a Delaware corporation (herein called the “Company”), NYL Investors LLC, the Initial Purchasers and each New York Life Affiliate as defined in the Agreement which becomes bound thereby. Capitalized terms used and not otherwise defined herein shall have the respective meanings specified in the Agreement. [The][Each] New York Life Affiliate which is named below as a Purchaser of Notes hereby confirms the representations as to such Notes set forth in Section 6 of the Agreement, and agrees to be bound by the provisions of the Agreement applicable to the Purchasers or holders of the Notes. Pursuant to Section 2.2(f) of the Agreement, an Acceptance with respect to the following Accepted Notes is hereby confirmed:
Supplemental Representations. As a further inducement to ---------------------------- the Lenders and the Agents to enter into this Third Amendment, the Borrower hereby represents and warrants as follows:
(A) no petition by or against the Borrower or any Subsidiary has, at any time since the date of the Original Credit Agreement, been filed under the United States Bankruptcy Code or under any similar act;
(B) except those matters which have previously been disclosed to the Lenders in writing, no Material Adverse Change in the properties, business, operations, financial condition or prospects of the Borrower or any Subsidiary has occurred; and
(C) the Borrower and each Restricted Subsidiary has in all material respects performed all agreements, covenants and conditions required to be performed on or prior to the date hereof under the Original Credit Agreement and the other Loan Documents, except to the extent waived by the Lenders on or before the Third Amendment Effective Date.