Representation and Indemnity Agreement definition

Representation and Indemnity Agreement means the Representation and Indemnity Agreement dated as of July 27, 2005 among the Issuer, the Borrower and the Underwriters.
Sample 1Sample 2Sample 3
Representation and Indemnity Agreement means the Representation and Indemnity Agreement dated as of July 23, 2002 among the Issuer, the Borrower and Xxxxxxx Xxxxx Xxxxxx Inc.
Sample 1

Examples of Representation and Indemnity Agreement in a sentence

  • Letter of Representation and Indemnity Agreement shall mean the Letter of Representation and Indemnity Agreement, dated the Closing Date, from the Institution to the Issuer, the Trustee and the Underwriter of the Initial Bonds.

  • Contemporaneously herewith, (i) the Company has delivered to the Underwriters and the Issuer the Representation and Indemnity Agreement, substantially in the form attached hereto as Appendix A (the “Indemnity Agreement”), signed by a duly authorized representative of the Company, requesting the issuance, sale and delivery of the Bonds on the terms and conditions set forth herein and in the hereinafter defined Official Statement.

  • This Representation and Indemnity Agreement is made solely for the benefit of the Indemnified Parties, the Issuer, the Company, and their respective successors and assigns, and no other person, partnership, association or corporation shall acquire or have any right under or by virtue of this Representation and Indemnity Agreement.

  • Neither this Representation and Indemnity Agreement, nor the Company Disclosure Letter contains any untrue statement of a material fact or omits a material fact necessary to make the statements contained herein and therein, in light of the circumstances in which they were made, not misleading.

  • For the avoidance of doubt, neither the Company nor any Member shall have any liabilities or obligations with respect to any liabilities or obligations of GKK under that certain Representation and Indemnity Agreement, made as of the date hereof, by and among GKK, Seller and KBS Real Estate Investment Trust, Inc., a Maryland corporation.

  • Every contract or subcontract, including painting, pursuant to which such federally assisted construction or rehabilitation is performed, shall include appropriate provisions prohibiting the use of lead-based paint.

  • This Representation and Indemnity Agreement and the other documents and instruments referred to herein constitute the entire agreement among the parties hereto with respect to the subject matter of this Representation and Indemnity Agreement.

  • When requested by any commission or airport enforcement officer or any official of a city, county, or city and county authorized to inspect a waybill or trip report pursuant to subdivision (h) of Section 5371.4, the waybill or trip report may be provided in either electronic or hardcopy format.

  • Mr. Franklin Jelsma reviewed the recommendation to approve an amendment to the December 14, 2017 Management Representation and Indemnity Agreement (Agreement) between the Foundation and the University changing the elimination of the President’s Initiative Spending Allocation and the Advancement Spending Allocation from being effective immediately to being effective on June 30, 2018.

  • The first 9 months, the Government will be presided by the representative of the second biggest political power, while for the second 9 months, it will be presided by the representative of the biggest political power.

Related to Representation and Indemnity Agreement

  • 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;

  • 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.

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • 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.

  • Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.

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

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • 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.

  • Tax Representation Letters means the representations provided by Kontoor Brands and VF to Tax Advisers in connection with the rendering by Tax Advisers of the Tax Opinions.

  • Blanket Issuer Letter of Representations means the Blanket Issuer Letter of Representations between the City, the Registrar and DTC.

  • 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.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Letter of Representations means any applicable agreement among the Corporation, the Depositary and a Global Receipt Depository with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended, supplemented, restated or otherwise modified from time to time and any successor agreement thereto.

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

  • 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.

  • 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.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • 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.

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • 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.

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