Purchaser Representation Letter definition

Purchaser Representation Letter means a representation letter in the form of Schedule 3 hereto.
Sample 1Sample 2Sample 3
Purchaser Representation Letter. A purchaser representation letter substantially in the form of, in the case of the Secured Notes, Exhibit B-2 and, in the case of the Subordinated Notes, Exhibit B-4.
Sample 1
Purchaser Representation Letter means a letter substantially in the form of Exhibit D or Exhibit E.
Sample 1

Examples of Purchaser Representation Letter in a sentence

  • The Certificate Registrar shall not register the initial placement of the Certificates unless it shall have received a Purchaser Representation Letter in the form of Exhibit C.

  • The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder as the Holder of this Warrant are limited to those expressed in this Warrant and the Purchaser Representation Letter.

  • Notwithstanding any provision of the Indenture, no party shall be required to deliver a Purchaser Representation Letter or any other agreements (other than the delivery of the UBS Notice) in connection with any Rebalancing.

  • If at the time of conversion all representations and warranties are true and correct, including those contained in the Purchaser Representation Letter, then in such event the stock certificates representing Common Stock issued upon conversion of the Shares shall be unlegended and there shall be no stop transfer instructions issued in relation to such common stock.

  • Master Servicer.....................................................................34 EXHIBITS Exhibit A Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C Form of Purchaser Representation Letter Exhibit D Form of Transferee Representation Letter AMENDED AND RESTATED TRUST AGREEMENT dated as of December 23, 1997 between ADVANTA AUTO RECEIVABLES CORP.

  • Without limiting the generality of this Section 2(a), the Assignee agrees to submit to the Issuer its duly-executed Purchaser Representation Letter.

  • Servicer..............................................................................34 Exhibit A Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C Form of Purchaser Representation Letter Exhibit D Form of Transferee Representation Letter TRUST AGREEMENT dated as of December 15, 1997 between NATIONAL FINANCIAL AUTO FUNDING TRUST, a Delaware business trust (the "Depositor"), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Owner Trustee.

  • Each purchaser of the Notes or any interest therein will be required to execute or to have executed a Purchaser Representation Letter substantially in the form of Exhibit D or E, or may deliver such other representations (or an opinion of counsel) as may be approved by the Issuer, the Note Insurer or the Initial Purchasers, to the effect that such transfer may be made pursuant to an exemption from registration under the Securities Act and any applicable state securities laws.

  • Issuer agrees to accept a Purchaser's Representation Letter from Purchaser in the form of Exhibit "B" attached, as sole and sufficient evidence that Purchaser has complied with applicable securities laws and upon receipt of such a letter shall promptly transfer, or instruct the transfer agent, for the Shares, if any, to transfer the Shares into "Street Name", if so requested by Purchaser, as expeditiously as practical after receipt of the certificates and the Purchaser Representation Letter.

  • The date on which notice of conversion Is effective ("Conversion Date") shall be deemed to be the date on which the Purchaser has delivered to the Company the original Shares, a facsimile or original of the signed Notice of Conversion and a facsimile or original of the signed Purchaser Representation Letter.


More Definitions of Purchaser Representation Letter

Purchaser Representation Letter. A letter in substantially the form attached hereto as Exhibit E.
Sample 1

Related to Purchaser Representation Letter

  • Investment Representation Letter As defined in Section 5.02(b).

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

  • 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.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Representation Agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • 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)).

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • 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 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.

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • Investment adviser representative means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds herself or himself out as providing investment advice, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice, or supervises employees who perform any of the foregoing. The term does not include an individual who:

  • 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.

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

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

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller Representative means Xxxxx Bank.

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

  • 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).

  • Purchaser Counsel has the meaning set forth in Section 6.2(a).

  • 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.