Continuing Representation; Reliance Sample Clauses

Continuing Representation; Reliance. We acknowledge and agree that the representations contained in this Certificate shall be deemed made on each day from the date we make such representations through and including the date on which we dispose of our interests in the Subordinated Notes. We understand and agree that the information supplied in this Certificate will be used and relied upon by the Issuer and the Trustee to determine that Benefit Plan Investors own or hold less than 25% of the value of the Subordinated Notes upon any subsequent transfer of the Subordinated Notes in accordance with the Indenture.
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Continuing Representation; Reliance. The Investor acknowledges and agrees that the representations contained in this Agreement shall be deemed made on each day from the date it makes such representations through and including the date on which it disposes of our interests in the Subject Notes. It understands and agrees that the information supplied in this Agreement will be used and relied upon by the Issuer and the Trustee to determine that (i) no Benefit Plan Investors own or hold any Notes and (ii) no Affected Bank, directly or in conjunction with its affiliates, owns or holds any Notes at any time.
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Continuing Representation; Reliance. The Investor acknowledges and agrees that the representations contained in this Agreement shall be deemed made on each day from the date it makes such representations through and including the date on which it disposes of all interests in the Subject Notes. It understands and agrees that the information supplied in this Agreement will be used and relied upon by the Issuer and the Trustee to determine that (i) the purchase, holding, or disposition of any Subject Notes will not result in a non-exempt prohibited transaction under ERISA or the Code and will not result in a non-exempt violation of any applicable Other Plan Law, and (ii) no Affected Bank, directly or in conjunction with its affiliates, owns or holds any Subject Notes at any time.
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Continuing Representation; Reliance. We acknowledge and agree that the representations, warranties and agreements contained in this Certificate shall be deemed made on each day from the date we make such representations, warranties and agreements through and including the date on which we dispose of our interests in the ERISA Restricted Notes. We understand and agree that the information supplied in this Certificate will be used and relied upon by the Issuer and the Collateral Trustee to determine that Benefit Plan Investors own or hold less than 25% of the value of the Subordinated Notes, as applicable, upon any subsequent transfer of the ERISA Restricted Notes in accordance with the Indenture.
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Continuing Representation; Reliance. The Investor acknowledges and agrees that the representations and warranties contained in this Investor Questionnaire shall be deemed made on each day from the date the Investor makes such representations and warranties through and including the date on which the Investor disposes of its interests in the Subscribed Securities. The Investor understands and agrees that the information supplied in this Investor Questionnaire will be used and relied upon by the Issuer, the Co-Issuer and the Trustee to determine that Benefit Plan Investors own or hold less than 25% of the total value of the Subscribed Securities upon any subsequent transfer of the Subscribed Securities in accordance with the Indenture.
Sample 1
Continuing Representation; Reliance. The investor that each representation, warranty or agreement of the investor contained in this ERISA Subscription Agreement or in any other document provided by the investor will be relied upon by the transaction parties and counsel of any such party, and the other holders of Notes issued by the Issuer and/or the Co-Issuer for the purpose of determining, among other things, the eligibility of the investor to purchase the [Class E Notes] [Subordinated Notes], and hereby consents to such reliance. The investor agrees to provide, if requested, any additional information that may reasonably be required to determine the eligibility of the investor to purchase the [Class E Notes] [Subordinated Notes]. The investor agrees to indemnify and hold harmless each such party and each of their respective affiliates from and against any cost, loss, damage or liability to the extent due to or arising out of a breach of any representation, warranty or agreement of the Investor contained in this ERISA Subscription Agreement or in any other document provided by the investor to such parties in connection with the Investor’s investment in the [Class E Notes] [Subordinated Notes] (including, without limitation, as a result of the Investor’s being or being deemed to be a Benefit Plan Investor or a non-U.S., governmental or church plan that is subject to other state, local, other federal or non-U.S. laws or regulations that are substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, or a Controlling Person, if it represented or was deemed to represent otherwise.
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Continuing Representation; Reliance. We acknowledge and agree that the representations contained in this Certificate shall be deemed made on each day from the date we make such representations through and including the date on which we dispose of our interests in the Subordinated Notes. We understand and agree that the information supplied in this Certificate will be used and relied upon by the Issuer and the Subordinated Note Issuing and Paying Agent to determine that (i) Benefit Plan Investors own or hold less than 25% of the value of the Subordinated Notes upon any subsequent transfer of Subordinated Notes in accordance with the Subordinated Note Issuing and Paying Agency Agreement and (ii) no Affected Bank, directly or in conjunction with its affiliates, owns or holds more than 33-1/3% of the Subordinated Notes or any Class of Secured Notes at any time.
Sample 1
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Continuing Representation; Reliance. We acknowledge and agree that the representations, warranties, acknowledgements and agreements contained in this Certificate shall be deemed made on each day from the date we make such representations, warranties, acknowledgments and agreements through and including the date on which we dispose of our Class B Notes (or our interests therein). We understand and agree that the information supplied in this Certificate will be used and relied upon by the Issuer to determine that Benefit Plan Investors own or hold less than 25 per cent. of the total value of the Class B Notes, upon any subsequent transfer of the Class B in accordance with the Base Indenture and the Series 2020-1 Supplement.
Sample 1
Continuing Representation; Reliance. We acknowledge and agree that the representations, warranties, acknowledgements and agreements contained in this Investor Questionnaire shall be deemed made on each day from the date we make such representations, warranties, acknowledgements and agreements through and including the date on which we dispose of our Subject Securities (or our interests therein). We understand and agree that the information supplied in this Investor Questionnaire will be used and relied upon by the Issuer and the Trustee to determine that Benefit Plan Investors own or hold less than 25% of the total value of each Class of Subject Securities upon any subsequent transfer of the Subject Securities (or interests therein) in accordance with the Indenture. 11.
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Related to Continuing Representation; Reliance

  • Continuing Representations These representations shall be considered to have been made again at and as of the date of each disbursement of the Loan and shall be true and correct as of such date or dates.

  • Continuing Representations and Warranties The Borrower represents and warrants to the Bank that:

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • 10b-5 Representation At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date and at the Applicable Time, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Statutory Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Statutory Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Statutory Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to stabilization transactions contained in the section entitled “Underwriting - Stabilization” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).

  • Reliance on Representations Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. Purchaser represents and warrants to the Company that any information that Purchaser has heretofore furnished or furnishes herewith to the Company is complete and accurate, and further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company’s issuance of the Securities. Within five (5) days after receipt of a request from the Company, Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is subject.

  • Reaffirmation of Representations and Warranties Each acceptance by it of an offer for the purchase of Notes, and each delivery of Notes to an Agent pursuant to a sale of Notes to such Agent as principal, shall be deemed to be an affirmation that the representations and warranties of the Corporation contained in this Agreement and in any certificate theretofore delivered to such Agent pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his agent, or to such Agent, of the Note or Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time).

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Lender as of the date hereof and as of the Closing Date that, except as otherwise provided in the Disclosure Letter hereto or in the Company's SEC Documents:

  • UNION REPRESENTATION 3.01 For the purpose of representation with the Employer, the Union shall function and be recognized as follows:

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