Counterparty Representations and Undertakings Sample Clauses
The "Counterparty Representations and Undertakings" clause requires each party to confirm certain facts about themselves and to commit to specific actions or standards throughout the agreement. Typically, this includes assurances that each party has the authority to enter into the contract, is not breaching any other agreements, and will comply with relevant laws and obligations. By setting out these representations and undertakings, the clause helps ensure that both parties are reliable and trustworthy, reducing the risk of disputes or breaches due to misrepresentation or non-compliance.
Counterparty Representations and Undertakings. For the purposes of Section 3 of the Agreement, Counterparty represents and undertakes to [*] on the Trade Date, the Effective Date and the Settlement Date that:
(a) Counterparty is not on the Trade Date, and will not be on any date on which Counterparty takes any action hereunder or in connection herewith that would constitute an amendment, modification or waiver hereof, aware of any material non-public information regarding the Shares or the Issuer, except that on any date on which it delivers a Counterparty Election Notice to end the Initial Hedging Period pursuant to limb (c) of the definition thereof, Counterparty will not be aware of any material non-public information which would: (i) restrict its ability to deal in or take any action in relation to the Shares or instruments whose profitability is determined by the Shares; or (ii) affect its ability to enter into and perform its obligations under the Transaction or in relation to any such action;
(i) The Transaction and the Related Transaction (including, for purposes of the representation in this clause (b), any hedging and settlement activity by [*] or the Hedging Party in respect of the Transaction or the Related Transaction) does not and will not violate Rule 14e-3 under the Exchange Act, and (ii) Counterparty and each of its Affiliates has not (taking into account the Transaction and the Related Transaction) taken “a substantial step or steps” (within the meaning of Rule 14e-3 under the Exchange Act) toward commencing a tender offer;
(c) Counterparty has made, and will make, all filings required to be made by it with the Securities and Exchange Commission, the Chilean Commission for the Financial Market (Comisión para el ▇▇▇▇▇▇▇ Financiero or “CMF”), the Exchange and any other securities exchange (whether located in the United States or otherwise) or any other regulatory body (whether located in the United States or otherwise), or any other disclosure required by, but not limited to, the Chilean Act No. 18,045 on Securities Market and by general rule No. 269 of the CMF, with respect to the Transaction and the Related Transaction;
(d) None of Counterparty, Issuer or any other “affiliated purchaser” (as defined in Rule 10b-18) of the Issuer shall, without the prior written consent of [*], directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer...