Negative Assurances. Xxxxxx Xxxxxx Rosenman LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), special counsel to the Depositor and Ford Credit, will have stated that they have participated in conferences with representatives of the Depositor and Ford Credit and with Ford Credit’s in-house counsel, and with the Representatives and their counsel, concerning the Registration Statement, the Preliminary Prospectus and the Prospectus, and although such counsel is not independently verifying the accuracy, completeness or fairness of such documents, confirms that on the basis of such information:
Negative Assurances. Xxxxxx Xxxxxx Xxxxxxxx LLP (or other counsel satisfactory to the Representatives in their reasonable judgment), special counsel to the Depositor and Ford Credit, will have stated that they have participated in conferences with representatives of the Depositor and Ford Credit and with Ford Credit’s in-house counsel, and with the Representatives and their counsel, concerning the Registration Statement, the Preliminary Prospectus and the Prospectus, and although that counsel is not independently verifying the accuracy, completeness or fairness of those documents except under Sections 6(i)(xvii), 6(i)(xviii) and 6(j)(iii), confirms that on the basis of that information:
Negative Assurances. Unless otherwise agreed, on the Initial Settlement Date and on the most recent date specified in Section VII(a), the Company and the Trust shall have made available to the Agents or the Agents shall have received the following negative assurances, dated as of the Initial Settlement Date or the date set forth in Section VII(a), if applicable, and in form and substance satisfactory to the Agents:
Negative Assurances. On the Initial Settlement Date, on each date preceding the Settlement Date specified in SECTION 5.3 hereof, if applicable, or, in the case of an issuance of Institutional Notes, upon the request of the Agent(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue) on the Settlement Date, unless otherwise agreed, the Agent(s) shall have received the following negative assurances, dated as of the date thereof and in form and substance satisfactory to the Agent(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue and the Purchasing Agent in the case of an issue of Retail Notes):
Negative Assurances. The opinion of Xxxxx, Xxxxxxxx shall further include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, the Underwriter and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus contained therein, solely on the basis of the foregoing without independent check and verification, no facts have come to the attention of such counsel which lead them to believe that: (a) the Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading. Xxxxx, Xxxxxxxx shall express no view and shall not be deemed to have rendered an opinion with respect to the financial statements, schedules, and related notes thereto or other financial or statistical data or accounting information or matters regarding non-United States laws, rules and regulations included or incorporated by reference in, or omitted from, the Registration Statement and the Prospectus.
Negative Assurances. To the Company's knowledge, the representations and warranties of each signatory to the Voting Agreement, are, in each such case, true and correct in all material respects.
Negative Assurances. To the Company's knowledge, the representations and warranties of the Warburg Entities, the Xxxxxxx Funds and Technical Service Partners L.P. in the Voting Agreements, are, in each such case, true and correct in all material respects.
Negative Assurances. On the Initial Settlement Date and, on each date specified in Section 6.3 hereof that is immediately preceding the Settlement Date, if applicable, and unless otherwise agreed, the Agent(s) shall have received the following negative assurances, dated as of the date thereof and in form and substance satisfactory to the Agent(s) (which shall be the bookrunning lead manager(s) in the case of a syndicated issue and the Purchasing Agent in the case of an issue of IncomeNotes):
Negative Assurances. Except as stated in Schedule 2.35, Seller represents and warrants that since November 30, 2005, the Partnership has not:
Negative Assurances. No representation or warranty made by the Company in Article III of this Agreement or in the Company Disclosure Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated herein or necessary to make the statements contained herein not misleading.
