Transferee Representations. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, deliver a written statement from the transferee to the Company certifying that the transferee is an “accredited investor” as defined in Rule 501(a) under the Securities Act, making the representations and certifications set forth in Section 5(e) of this Warrant and making such additional representations as the Company may, after consultation with its counsel, require in order to confirm compliance with applicable securities laws.
Transferee Representations. Prior to effecting any transfer of this Warrant or any part hereof, each prospective transferee shall represent in writing to the Company that:
(a) Such transferee is an "accredited investor" within the meaning of Rule 501 under the Securities Act of 1933, as amended and such transferee was not organized for the specific purpose of acquiring this Warrant or the Common Shares issuable upon exercise of this Warrant;
(b) such transferee has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of such transferee's investment in the Company and is able financially to bear the risks thereof;
(c) such transferee has had an opportunity to obtain whatever information concerning the Company and the Common Shares as has been requested from the Company by such transferee in order to make such transferee's investment decision with respect to this Warrant and the Warrant Shares;
(d) this Warrant and the Warrant Shares are being acquired by such transferee for such transferee's own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; and
(e) such transferee understands that (i) this Warrant and the Warrant Shares issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended, in reliance upon an exemption from the registration requirements of such act pursuant to Section 4(2) thereof and Rule 506 promulgated under such act and under applicable state securities laws, (ii) this Warrant and the Warrant Shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under such act and under applicable state securities laws or is exempt from such registration, (iii) this Warrant and the Warrant Shares issuable upon exercise of this Warrant will bear a legend to such effect, and (iv) the Company will make a notation on its transfer books to such effect.
Transferee Representations. The Transferee:
(a) confirms that it has received from the Transferor a copy of the Facilities Agreement, together with all other documents and information which it has requested in connection with the Facilities Agreement;
(b) confirms that it has not relied, and will not after the date of this Certificate rely, on the Transferor or any other Finance Party to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any of those documents or that information;
(c) agrees that it has not relied, and will not after the date of this Certificate rely, on the Transferor or any other Finance Party to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Parent or any other party to the Facilities Agreement;
(d) represents and warrants to the Transferor and each other Finance Party that it has the power to become a party to the Facilities Agreement as a Lender on the terms set out in the Facilities Agreement and this Certificate and has taken all necessary steps to authorise execution and delivery of this Certificate;
(e) acknowledges the limitations on the Transferor's obligations set out in clause 26.6 (No continuing liability); and
(f) agrees that if any Transfer Rights are rescheduled or renegotiated, the Transferee and not the Transferor will be subject to the rescheduled or renegotiated terms.
Transferee Representations. The Transferee hereby:-
(a) represents and warrants to the Borrower, the Mezzanine Agent and the Mezzanine Security Trustee that it is a [Qualifying Lender] at the date hereof;
(b) confirms that it has received from the Transferor a copy of the Facility Agreement and each of the other Mezzanine Finance Documents together with such other documents and information as it has requested in connection with this transaction; 88
(c) confirms that it has not relied, and will not hereafter rely, on the Transferor or any other party to the Facility Agreement or any of the other Mezzanine Finance Documents to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such documents or information;
(d) agrees that it has not relied, and will not hereafter rely, on the Transferor or any other party to the Facility Agreement or any of the other Mezzanine Finance Documents to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower or any other party to the Facility Agreement or any of the other Mezzanine Finance Documents; and
(e) represents and warrants to the Transferor and all other parties to the Facility Agreement and each of the other Mezzanine Finance Documents that it has power to become a party to the Facility Agreement as a "Mezzanine Lender" on the terms herein and therein set out, has taken all necessary steps to authorise execution and delivery of this Certificate and is acting through an office in the United Kingdom (being that stated in the Second Schedule to this Certificate) and that the circumstances described in Clause 28.6 (Increased Costs) do not apply to it as Transferee.
Transferee Representations. The Transferee hereby:
(a) confirms that it has received from the Transferor a copy of the Facilities Agreement together with such other documents and information as it has requested in connection with this certificate; 1 Payment of the Transfer Fee by the Transferee is subject to Clause 20.6 (Assignment and Transfer Fees) of the Facilities Agreement.
(b) confirms that it has not relied, and will not hereafter rely, on the Transferor or any Senior Finance Party to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such documents or information;
(c) agrees that it has not relied, and will not hereafter rely, on the Transferor or any other Senior Finance Party to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any Obligor, any Subsidiary of any Obligor or any other party to the Facilities Agreement; and
(d) represents and warrants to the Transferor and all other parties to the Facilities Agreement that it has power to become a party to the Facilities Agreement as a “Bank” on the terms herein and therein set out and has taken all necessary steps to authorise execution and delivery of this Certificate.
Transferee Representations. The Transferee:
(a) confirms that it has received from the Transferor a copy of the Mezzanine Loan Agreement, together with all other documents and information which it has requested in connection with the Credit Agreement;
(b) confirms that it has not relied, and will not after the date of this Certificate rely, on the Transferor or any other Mezzanine Finance Party to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any of those documents or that information;
(c) agrees that it has not relied, and will not after the date of this Certificate rely, on the Transferor or any other Mezzanine Finance Party to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Parent or any other party to the Mezzanine Loan Agreement;
(d) represents and warrants to the Transferor and each other Mezzanine Finance Party that it has the power to become a party to the Credit Agreement as a Mezzanine Lender on the terms set out in the Mezzanine Loan Agreement and this Certificate and has taken all necessary steps to authorise execution and delivery of this Certificate;
(e) acknowledges the limitations on the Transferor's obligations set out in clause 25.7 (Limitation of Responsibility of Transferor);
(f) agrees that if any Transfer Rights are rescheduled or renegotiated, the Transferee and not the Transferor will be subject to the rescheduled or renegotiated terms; and
(g) confirms that it has duly executed and delivered to the Mezzanine Facility Agent a Creditor Accession Deed.
Transferee Representations. The Transferee hereby represents and warrants to the Company as follows:
Transferee Representations. The Transferee hereby confirms that it has received a copy of the Facility Agreement, the Security Agreements, the Covenant Compliance Certificates, the Transfer Certificates and the inter-bank agreement together with such other information as it has required in connection with this transaction and that it has not relied and will not hereafter rely on the Transferor to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such Finance Documents and information and further agrees that it has not relied and will not rely on the Transferor to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower and/or the companies of the Group over which a security has been granted by way of the Security Agreements. The Transferee represents that as of the date of this Certificate it is a Qualifying Bank.
Transferee Representations. The Transferee hereby: -------------------------------------------------------------------------------- /1/ Each of the Transferor and Transferee should ensure that all regulatory requirements are satisfied in connection with its entry into of any Substitution Certificate.
4.1 confirms that it has received from the Transferor a copy of the Facility Agreement together with such other documents and information as it has requested in connection with this transaction;
4.2 confirms that it has not relied, and will not hereafter rely, on the Transferor or any other Finance Party to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such documents or information;
4.3 agrees that it has not relied, and will not hereafter rely, on the Transferor or any other Finance Party to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any Obligor or any other party to the Facility Agreement; and
4.4 represents and warrants to the Transferor and all other parties to the Facility Agreement that it has power to become a party to the Facility Agreement as a "Bank" on the terms herein and therein set out, has taken all necessary steps to authorise execution and delivery of this Certificate.
Transferee Representations. The Transferee:
(a) confirms that it has received from the Transferor a copy of the Credit Agreement, together with all other documents and information which it has requested in connection with the Credit Agreement;
(b) confirms that it has not relied, and will not after the date of this Certificate rely, on the Transferor or any other Finance Party to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any of those documents or that information;
(c) agrees that it has not relied, and will not after the date of this Certificate rely, on the Transferor or any other Finance Party to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Parent or any other party to the Credit Agreement;
(d) represents and warrants to the Transferor and each other Finance Party that it has the power to become a party to the Credit Agreement as a Lender on the terms set out in the Credit Agreement and this Certificate and has taken all necessary steps to authorise execution and delivery of this Certificate;
(e) acknowledges the limitations on the Transferor's obligations set out in clause 27.7 (Limitation of Responsibility of Transferor);
(f) agrees that if any Transfer Rights are rescheduled or renegotiated, the Transferee and not the Transferor will be subject to the rescheduled or renegotiated terms; and
(g) confirms that it has duly executed and delivered to the Facility Agent a Creditor Accession Deed.
