Certain Additional Representations Clause Samples
The "Certain Additional Representations" clause requires one or both parties to make specific statements or assurances about particular facts or conditions beyond the standard representations in an agreement. These additional representations might address unique aspects of the transaction, such as compliance with specific regulations, ownership of particular assets, or the absence of undisclosed liabilities. By including these tailored assurances, the clause helps ensure that both parties have a clear and accurate understanding of key issues, thereby reducing the risk of misunderstandings or disputes related to those matters.
Certain Additional Representations. (a) Each Transaction Party is an “Eligible Contract Participant” as defined in Section 1a of the Commodity Exchange Act (the “CEA”), as amended from time to time.
(b) Each Transaction Party is a “forward contract merchant” in respect of the PESRM Transactions and each purchase and sale or exchange of Crude Oil, and Refined Product is a “forward contract” for purposes of the Bankruptcy Code.
(c) Each Transaction Party is acting for its own account, and it has made its own independent decisions to enter into the PESRM Transactions and the Applicable PESRM Transaction Documents and as to whether the PESRM Transactions and the Applicable PESRM Transaction Documents are appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary; it is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into the PESRM Transaction or the Applicable PESRM Transaction Documents, it being understood that information and explanations related to the terms and conditions of any PESRM Transaction or any Applicable PESRM Transaction Document would not be considered investment advice or a recommendation to enter into any PESRM Transaction or any Applicable PESRM Transaction Document; no communication (written or oral) received from the other party would be deemed to be an assurance or guarantee as to the expected results of any PESRM Transaction or any Applicable PESRM Transaction Document; it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms, conditions and risks of any PESRM Transaction or any Applicable PESRM Transaction Document; it is also capable of assuming, and assumes, the risks of any PESRM Transaction or any Applicable PESRM Transaction Document; and the other Party is not acting as a fiduciary for or an advisor to it in respect of any PESRM Transaction or any Applicable PESRM Transaction Document.
(d) No Transaction Party has been contacted by or negotiated with any finder, broker or other intermediary in connection with this Agreement, any other Applicable PESRM Transaction Document or any transaction contemplated hereunder or thereunder, who is entitled to any compensation with respect thereto.
Certain Additional Representations. (a) Neither such Seller nor any of its Affiliates (other than the Company and its Subsidiaries) has in its possession detailed trust-by-trust information contained in the deal control reports of the Company’s migration book that would meaningfully help it to determine migration timing for any trust and which is not available to it from sources other than the Company and its Subsidiaries.
(b) To the Knowledge of such Seller and its Affiliates, neither such Seller nor any of its Affiliates has, as of the date of this Agreement, a current intention to seek or support the removal of the Company or any of its Subsidiaries as special servicer under the Covered PSAs.
(c) To the Knowledge of such Seller and its Affiliates, as of the date of this Agreement, neither such Seller nor any of its Affiliates is party to any agreement, arrangement or understanding with any Person that has the goal of removing the Company or any of its Subsidiaries as special servicer under any of the Covered PSAs.
(d) Solely for purposes of this Section 4.6, (i) the term “Affiliate”, with respect to any Seller, means any entity controlled by, controlling or under common control with such Seller; provided, however, that for purposes of Sections 4.6(b) and 4.6(c), the term “Affiliate”, with respect to any Seller, shall be deemed to exclude any portfolio company in which such Seller or any of its Affiliates invests, directly or indirectly and with respect to Oaktree, shall be deemed to further exclude Oaktree PPIP Fund, L.P.; and (ii) the term “control” means the ability to exercise majority voting power or to appoint a majority of the board of directors (or similar governing body) of an entity, in each case, through equity ownership, contract or otherwise.
Certain Additional Representations. The Parties agree and consent, on each of their own behalf and on behalf of the Contributor Indemnified Persons that, following the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ PC may serve as counsel to Company and its Affiliates in connection with any matters related to this Agreement, the other Transaction Documents or the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Transactions notwithstanding any representation by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ PC prior to the Closing Date of Contributor or any Owner, as applicable, or any such Person’s Affiliates. Contributor and the Owners each hereby (a) waive and agree not to assert any conflict of interest or any claim it has or may have that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ PC has a conflict of interest or is otherwise prohibited from engaging in such representation and (b) agrees that, in the event that a dispute arises after the Closing between Company or any Company Indemnified Person, on the one hand, and any of Contributor, either Owner or any of their respective Affiliates, on the other hand, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ PC may represent any of Company and/or any Company Indemnified Person in such dispute even though the interests of such Person(s) may be directly adverse to those of such Contributor, Owner or any of their respective Affiliates, as applicable, and even though ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ PC may have represented Contributor or an Owner in a matter substantially related to such dispute. The Parties further agree that, as to all communications between or among ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ PC and any of Contributor, any Owner or either of their Affiliates or Representatives, that relate in any way to this Agreement or the other Transaction Documents, the negotiation thereof or the Transactions, the attorney-client privilege and the expectation of client confidence belongs to PIPH, in its capacity as Company’s sole member prior to Closing, and may be controlled by PIPH and shall not pass to or be claimed by any Contributor or any Contributor Indemnified Person.
Certain Additional Representations. Except as completely and accurately set forth in Section 3.09 of the Disclosure Schedule, the Company has no obligation to pay any amounts to or perform any obligations owing to, or indemnify, the Sellers or otherwise hold the Sellers harmless pursuant to any agreement or other arrangement entered into prior to the Closing between any of the Sellers or any Affiliate of the Sellers (other than the Company) and the Company.
Certain Additional Representations. (a) The liabilities of APHI to be succeeded to by Refraco in the Merger, and the liabilities to which the assets of APHI to be acquired by Refraco in the Merger will be subject, were incurred by APHI in the ordinary course of its business.
(b) APHI is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.
(c) Except as provided in Section 12.11, APHI will pay its own expenses, if any, incurred in connection with the Merger.
(d) There is no intercorporate indebtedness existing between APHI and Refraco.
(e) The Refraco Class B Common Stock and cash, as the case may be, received by each APHI Shareholder in exchange for the APHI Common Stock surrendered in the Merger represents consideration bargained for in an arm's-length transaction.
Certain Additional Representations. SECTION 3.10 No Undisclosed Liabilities or Capital Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 3.11
Certain Additional Representations. (a) Neither Seller, Ack-Ti, ▇▇▇▇▇▇▇▇ nor any director, officer, agent, employee or other Person acting on behalf of Seller, Ack- Ti or ▇▇▇▇▇▇▇▇, has used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to governmental officials or others or established or maintained any unlawful or unrecorded funds in violation of Laws. Neither Seller, Ack-Ti, ▇▇▇▇▇▇▇▇ nor any current director, officer, agent, employee or other Person acting on behalf of Seller, Ack- Ti or ▇▇▇▇▇▇▇▇, has accepted or received any unlawful contributions, payments, gifts or expenditures.
(b) The Acquired Assets, Purchaser's right to collections of receivables pursuant to Section 6.2.6 and the Excluded Assets constitute, and will as of the Closing constitute, all assets (real or personal) and rights of Seller or any of its Affiliates used primarily in the Business or necessary for the conduct of the Business as conducted on the date hereof.
Certain Additional Representations. Each Subscriber for itself and for no other Subscriber represents and warrants to the Company as follows:
(a) Such Subscriber is purchasing the Units solely for investment solely for its own account and not with a view to or for the resale or distribution or of Units, or of the Note or any Note Shares. Such Subscriber is acquiring the securities offered and sold under this Agreement in the ordinary course of its business and does not have any agreement or understanding, directly or indirectly, with any person or entity to distribute any of such securities.
(b) Such Subscriber understands that it may sell or otherwise transfer the Units, the Note, the Note Shares and the USW Collateral Shares only if such transaction is duly registered under the Securities Act under the Registration Statement or otherwise, or if such Subscriber shall have received the favorable opinion of counsel to Subscriber (a copy which will be delivered to the Company prior to such sale or transfer) to the effect that such sale or other transfer may be made in the absence of registration under the Securities Act and registration or qualification in every applicable state. Nothing in the preceding sentence shall detract or limit from the representations and warranties made by the Company in Section 1(a). Such Subscriber realizes that such securities are not a liquid investment.
(c) Such Subscriber has not relied upon the advice of a "Purchaser Representative" (as defined in Regulation D of the Securities Act) in evaluating the risks and merits of this investment. Such Subscriber has the knowledge and experience to evaluate the Company and the risks and merits relating thereto.
(d) Such Subscriber is an "accredited investor" as such term is defined in Rule 501(c) of the Securities Act and shall be such on the date any shares are issued to Subscriber; such Subscriber acknowledges that such Subscriber is able to bear the economic risk of losing Subscriber's entire investment in the shares and understands that an investment in the Company involves substantial risks; such Subscriber has the power and authority to enter into this agreement, and the execution and delivery of, and performance under this agreement shall not conflict with any rule, regulation, judgment or agreement applicable to such Subscriber; and Subscriber has invested in previous transactions involving restricted securities.
(f) Such Subscriber represents and warrants that it has had the opportunity to ask questions of, and ...
Certain Additional Representations. 17 SECTION 3.10. No Undisclosed Liabilities or Capital Commitments 17 SECTION 3.11. Acquired Assets . . . . . . . . . . . . . . . . 18
Certain Additional Representations. Plato has consulted ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to Plato, and believes that it will be able to give representations reasonably necessary for tax counsel to Aristotle and tax counsel to Plato to be able to render the opinions referred to in Sections 6.2(c) and 6.3(c).