No U. S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures.
No U. S. Underwriter or International Manager shall have discovered and disclosed to the Company on or prior to such Delivery Date that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of Xxxxxx & Xxxxxxx, counsel for the U.S. Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.
No U. S. Government procurement regulations will be deemed included in this Agreement or binding on either party unless specifically accepted in writing and signed by both parties.
No U. S. Borrower shall be required to pay any additional amount pursuant to Clause 12.1 (Gross-up) in respect of United States federal income, branch profits or franchise taxes with respect to a sum payable by it pursuant to this Agreement to a Bank if such Bank:
(i) on the date it becomes a Party to this Agreement or has designated a new Facility Office either:
(1) in the case of a Bank which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code), is not entitled to submit a Form 1001 or Form W-8 (relating to such Bank and claiming a complete exemption from withholding on interest payable pursuant to this Agreement) or a Form 4224 (relating to interest payable pursuant to this Agreement) (or any successor forms) with respect to interest payable pursuant to this Agreement; or
(2) in the case of a Bank which is a United States person, if Clause 12.1 (Gross-up) would apply (other than as a result of the introduction of, suspension, withdrawal or cancellation of, or change in the official interpretation, administration or official application of, any law, regulation having the force -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- of law, tax treaty or any published practice or published concession of the United States Internal Revenue Service or any other relevant taxing or fiscal authority in any jurisdiction with which the relevant Bank has a connection, occurring after the date the Bank becomes a Party to this Agreement or has designated a new Facility Office); or
(ii) has failed to submit any form, certificate or other information with respect to such sum payable that it was required to file pursuant to paragraph (b) below and is entitled to file under applicable law, and a Bank (or its Facility Office designated in respect of payments made by a U.S. Borrower) will be a "U.S. Qualifying Bank" for the purposes of lending to a U.S. Borrower unless it falls within paragraphs (i) or (ii) above.
No U. S. beneficial interest: if the Subscriber is not a U.S. Person, no U.S. Person, either directly or indirectly, has any beneficial interest in any of the Shares acquired by Subscriber hereunder, nor does the Subscriber have any agreement or understanding (written or oral) with any U.S. Person respecting:
(i) the transfer or any assignment of any rights or interest in any of the Shares;
(ii) the division of profits, losses, fees, commissions or any financial stake in connection with this subscription; or
(iii) the voting of the Shares;
No U. S. Benefit and Compensation Arrangement that is an Assumed Benefit and Compensation Arrangement provides, or reflects or represents any liability to provide, material retiree health or life benefits (including, without limitation, death or medical benefits), whether or not insured, with respect to any Employee, or any spouse or dependent of any such Employee, beyond such Employee’s retirement or other termination of employment with Seller and its Subsidiaries other than (i) coverage mandated by Part 6 of Title I of ERISA or Section 4980B of the Code, (ii) retirement or death benefits under any plan intended to be qualified under Section 401(a) of the Code, (iii) disability benefits that have been fully provided for by insurance under a Benefit and Compensation Arrangement that constitutes an “employee welfare benefit plan” within the meaning of Section (3)(1) of ERISA, or (iv) benefits with respect to one or more of the employment contracts set forth on Section 4.8(k) of the Seller’s Disclosure Schedules.
No U. S. Issuer shall be permitted or required to issue any U.S. Letter of Credit if, after giving effect thereto, (i) the aggregate amount of all U.S. Letter of Credit Outstandings would exceed the U.S. Letter of Credit Commitment Amount then in effect or (ii) the sum of the aggregate amount of all U.S. Letter of Credit Outstandings plus the aggregate principal amount of all U.S. Revolving Loans and U.S. Swing Line Loans then outstanding would exceed the U.S. Revolving Loan Commitment Amount then in effect.
No U. S. Person, either directly or indirectly, has any beneficial interest in any of the Securities acquired by Subscriber hereunder, nor does Subscriber have any agreement or understanding (written or oral) with any U.S. Person respecting:
(a) the transfer or any assignment of any rights or interest in any of the Securities;
(b) the division of profits, losses, fees, commissions or any financial stake in connection with this subscription; or
(c) the voting of the Securities.
No U. S. Guarantor shall be entitled to claim against any present or future security held by Agent from any Person for Obligations in priority to or equally with any claim of Agent, or assert any claim for any liability of any Loan Party to any U.S. Guarantor in priority to or equally with claims of Agent for Obligations, and no U.S. Guarantor shall be entitled to compete with Agent with respect to, or to advance any equal or prior claim to any security held by Agent for Obligations.
No U. S. Person. The Purchaser is not a U.S. Person as that term is defined in Rule 902(o) of Regulation S.
