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:
(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.
Transferee Representations. The Transferee hereby:
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:
(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:
(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 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 represents and warrants to the Transferor, as of the date hereof and as of the Closing Date, as follows:
(a) The Transferee is duly organized and validly existing under the laws of the jurisdiction of its formation. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Transferee. This Agreement has been duly executed and delivered by the Transferee and constitutes a legal, valid and binding obligation of the Transferee enforceable against the Transferee in accordance with its terms, subject to the Enforceability Exceptions.
(b) The Transferee has all requisite entity power and authority to enter into this Agreement, to receive the assignment of the Transferred Interests and to assume obligations of the Transferor as provided herein, and the execution and delivery of this Agreement by the Transferee and the consummation of the transactions hereunder by the Transferee do not conflict with, violate any of the terms and provisions of, or constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under any provision of any agreement or obligation to which the Transferee is a party or by which any of its properties are bound or any governing instruments of the Transferee, or any law, statute, regulation, decree, judgment, license, order agreement or other restriction applicable to the Transferee.
(c) The Transferee has received all approvals and consents of any governmental agency or authority required in connection with the assignment of the Interest and the execution and delivery of this Agreement and the consummation of the respective transactions contemplated hereby, and such approvals and consents are in full force and effect as of the date thereof.
(d) The Transferee is acquiring the Transferred Interests for investment purposes only and the Transferee has no present intention to transfer the Transferred Interests. The Transferee agrees to transfer the Transferred Interests only under and in accordance with the restrictions described in the Partnership Agreement and the LLC Agreement, as applicable.
