Representations and Undertakings definition

Representations and Undertakings means the representations, warranties and covenants the Bank or an affiliate is required to make on the Client’s behalf when the Client invests in a Fund.
Sample 1

Examples of Representations and Undertakings in a sentence

  • Except where prohibited, participation in the Contest constitutes entrant’s consent to use by the Station and its agent of entrant’s name, likeness, photograph, voice, opinions, entry, and/or biographical information (including hometown and state) for promotional purposes in any media, worldwide, without further payment or consideration, unless otherwise prohibited by law.

  • The Company hereby acknowledges and, to the extent required agrees to each of the undertakings given by Sibanye in clause 5.1 (Warranties, Representations and Undertakings by the Pledgor) of the Cession and Pledge.

  • To the extent they are securities, rather than interests in loans, the Collateral Obligations, the Exchanged Equity Securities, the Collateral Enhancement Obligations and the Eligible Investments will, subject to the provisions of Clause 5.3 (Representations and Undertakings of the Issuer), be held by the Custodian pursuant to the terms of the Agency and Account Bank Agreement.

  • Warranties, Representations and Undertakings YOUR WARRANTIES You undertake, warrant and represent to us, with the intention that the following undertakings, warranties and representations are provided as at the date of this Agreement, repeated each time you provide Instructions to us, and during the term of this Agreement: Terms and Conditions legal disability: you are not under any legal disability and are not subject to any law which prevents you from entering this Agreement or any Transactions.

  • No Integration or General Solicitation) and Clause 37 (Representations and Undertakings of the Purchasers), “Affiliate” shall have the meaning set forth in Rule 405 under the U.S. Securities Act.

  • If, in addition to Clause 9.4 (Representations and Undertakings of the Security Trustee), the Security Trustee is requested to grant its consent or waiver pursuant to the Transaction Documents, the Security Trustee may, subject to Clause 3.1 (Position of the Security Trustee), grant or withhold the requested consent or waiver at its discretion, taking into account the interests of the Noteholders.

  • The Company hereby acknowledges and, to the extent required agrees to each of the undertakings given by Sibanye in clause 4 (Warranties, Representations and Undertakings by the Pledgor) of the Cession and Pledge.

  • The Issuer reaffirms the representations, warranties and undertakings made by it in Clause 5.3 (Representations and Undertakings of the Issuer) of the Original Trust Deed and acknowledges that each other Party has entered into this Deed and has agreed to the amendment effected by this Deed in full reliance on the representations and warranties which have been made for that Party's benefit.

  • Warranties, Representations and Undertakings of the Affiliate the Affiliate warrants and represents that: It has the right and authority to enter into this Agreement with the Coinvest Africa and the agreement so executed is binding in nature.

  • The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 7.03 or 7.04 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 7.

Related to Representations and Undertakings

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

  • Undertakings as references to obligations under this Framework Agreement;

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

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

  • 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.

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

  • Representation Agreement means a contract entered into between an Agent and an Athlete or between an Agent and a Club.

  • 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).

  • 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.

  • Affidavit and Undertaking means the affidavit and undertaking provided by the Bidder substantially in form and manner as annexed in Annexure I hereto;

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

  • Disclosure Undertaking means the Continuing Disclosure Undertaking, dated as of the Dated Date, relating to certain obligations contained in the SEC Rule.

  • 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.

  • 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.

  • 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).

  • 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.

  • 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).

  • 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.

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

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

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

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

  • 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).

  • 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.