Issuer Representations and Warranties definition

Issuer Representations and Warranties means the Issuer’s representations and warranties set out in Schedule 7 (Issuer Representations and Warranties ) of the Incorporated Terms Agreement.
Sample 1

Examples of Issuer Representations and Warranties in a sentence

  • The Issuer hereby represents and warrants to the Trustee, also for the benefit of the other Secured Parties, by way of an independent guarantee irrespective of fault within the meaning of Section 311 BGB (selbständiges, verschuldensunabhängiges Garantieversprechen) on the terms of the Issuer Representations and Warranties as set out in Schedule 7 (Issuer Representations and Warranties) of the Incorporated Terms Memorandum.

  • The Issuer represents and warrants to each of the Senior Noteholders the matters set out in clause 3.1 (Issuer Representations and Warranties) of the Framework Agreement.

  • The Issuer represents and warrants in accordance with Part II of Schedule 2 (Issuer Representations and Warranties) to this Agreement, on the date of this Agreement and on each date on which an amount is credited to the VM Issuer Account.

  • The Issuer represents and warrants in accordance with Part C of Schedule 3 (Issuer Representations and Warranties) to this Agreement, on the date of this Agreement and on each date on which an amount is credited to the Second Issuer Transaction Account.

  • The Issuer represents and warrants in accordance with Part C of Schedule 3 (Issuer Representations and Warranties) to this Agreement, on the date of this Agreement and on each date on which an amount is credited to the First Issuer Transaction Account.

  • Therefore, Nationwide’s Motion for Summary Judgment is due to be GRANTED with regard to Plaintiffs’ bad faith failure to pay claim.

  • The Issuer hereby represents and warrants to the Trustee, also for the benefit of the other Secured Parties, by way of an independent guarantee irrespective of fault within the meaning of Section 311 BGB (selbständiges, verschuldensunabhängiges Garantieversprechen) onthe terms of the Issuer Representations and Warranties as set out in Schedule 7 (Issuer Representations and Warranties) of the Incorporated Terms Memorandum.

  • The Issuer makes the representations and warranties set out in this Clause 3.1 (Issuer Representations and Warranties) to the Issuer Security Trustee (on behalf of itself and the Issuer Secured Creditors) on the Initial Funding Date, the Dutch Accession Date and the French Accession Date.

  • The Issuer acknowledges that it is making the representations and warranties in Clause 11 (Issuer Representations and Warranties) with the intention of inducing the Original Debentureholder to subscribe to the Debentures on the basis of, and in full reliance on, each of such representations and warranties.

  • The Issuer makes the representations and warranties set out in this Clause 3.1 (Issuer Representations and Warranties) to the Issuer Security Trustee (on behalf of itself and the Issuer Secured Creditors) on the Initial Funding Date, the Dutch Accession Date, the French Accession Date and the Maggiore Accession Date.

Related to Issuer Representations and Warranties

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Purchaser’s Warranties means the warranties and representations given by the Purchaser pursuant to Clause 5.2 and Schedule 5.2;

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Repeating Representations means each of the representations set out in Clauses 22.1 (Status) to 22.6 (Governing law and enforcement), Clause 22.9 (No default), Clause 22.13 (No proceedings pending or threatened), Clause 22.19 (Legal and beneficial owner) and Clause 22.20 (No winding up).

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 5.1 (Authority; Enforceability), Section 5.3 (Organization) and Section 5.7 (Brokers).

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a), Section 3.2(c) and Section 3.2(f) (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.8(a) (No Company Material Adverse Effect) and Section 3.17 (Brokers).