Representation of the Banks Sample Clauses

Representation of the Banks. Each Bank hereby represents and warrants that it is not relying upon any Margin Stock as collateral in extending or maintaining the credit to the Company represented by this Agreement.
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Representation of the Banks. Each Bank represents that it is its present intention to make the Loans for its own account and not to make any public offering or to effect any distribution of the Notes, subject nevertheless to any requirement of law that the disposition of its Notes should remain within the control of such Bank. Each Bank further represents and warrants that no Loan made by it will be made out of the assets of any separate account maintained by it in which any Plan (or any individual account plan maintained for employees of the Parent or any Subsidiary) has an interest, nor will such Bank assign or otherwise transfer any of its Loans or Notes to any Plan.
Sample 1
Representation of the Banks. Each Bank represents and --------------------------- warrants to the Borrower that it is (x) a United States person (as defined in Section 7701(a) (30) of the Internal Revenue Code of 1986, as amended (the "Code")); (y) entitled to the benefits of an income tax treaty with the United States which provides for an exemption from United States withholding tax on interest and other payments which may be made by the Borrower to such Bank pursuant to the terms of this Agreement; or (z) engaged in a trade or business within the United States. Each Bank that is organized under the laws of any jurisdiction other than the United States or any State thereof (including the District of Columbia) agrees to furnish to the Borrower, prior to the date of the first interest payment hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such Bank claims entitlement to complete exemption from U.S. federal withholding tax on all payments hereunder) and to provide to the Borrower a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such Bank, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptions. Notwithstanding any other provisions of this Agreement, the representations, warranties and obligations of the Banks set forth in Section 13.5 and this Section 13.18 shall survive the borrowing of the ------- ---- ------- ----- Loans and the assignment, sale, repayment or other disposition of the Loans or any interest therein.
Sample 1
Representation of the Banks. The Bayerische Hypo- und Vereinsbank AG shall simultaneously accept this guaranty for the other banks. Munich, January 21, 2000 /s/ ----------------------------------------- Nortel Dasa Network Systems GmbH & Co. KG SHALL BE FILLED OUT BY THE BAYERISCHE HYPO- UND VEREINSBANK AG -------------------------------------------------------------------------------- reported by -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- received and handed out by -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- submitted by the Guarantor personally -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- yes no on (date) If this was not submitted by the Guarantor, letter of confirmation received from Guarantor on: -------------------------------------------------------------------------------- LAMBDANET CREDIT AGREEMENT page 58 of the agreement dated January 21, 0000 XXXXXXXX 6: DEMAND FOR PAY-OUT DEMAND FOR PAY-OUT [BORROWER'S letterhead] to: Xx. Xxxxxxxxx / Xx. Xxxxx Dresdner Bank XX Xxx Branch Office Xxxx Xxxxxxx 00 00000 Xxx fax: (0000) 000-0000 date: [...] Pursuant to Article 3.5 of the Basic Credit Agreement dated [ ], 2000 between us and the Borrowers, we herewith apply for the following pay-out under the credit line: [ ] Tranche A [ ] Tranche B
Sample 1

Related to Representation of the Banks

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that:

  • Representations and Warranties of the Auction Agent The Auction Agent represents and warrants to the Fund that:

  • Representations of the Borrower The Borrower represents and warrants that:

  • Representations and Warranties of the Escrow Agent The Escrow Agent represents and warrants to American, the Investors, the Paying Agent and the Pass Through Trustee as follows:

  • Certain Representations and Warranties of Fund Fund represents and warrants to Service Company that:

  • Representations and Warranties of the Borrowers Each Borrower represents and warrants as follows:

  • Representations and Warranties of the Lenders In connection with the transactions provided for herein, each Lender hereby represents and warrants to the Company that:

  • Representations and Warranties of the Agent The Agent represents and warrants to the Company that:

  • Representations and Warranties of the Borrower The Borrower represents and warrants as follows:

  • Representations and Warranties by the Borrower To induce the Bank to enter into this agreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its Organizational Documents, (c) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, (d) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are valid and binding agreements of those Persons, enforceable according to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, (e) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, (f) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries’ financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, (g) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, (h) it is not an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended, (i) it is not a “holding company”, or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, (k) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted, (l) the execution and delivery of this agreement and the other Related Documents to which it is a party and the performance of the obligations they impose, if the Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs; (m) the ESOP is an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Code and is qualified under Section 401 (a) of the Code, the ESOP has been duly established in accordance with and under applicable law, and the ESOP trust is a tax-exempt trust under Section 501(a) of the Code; (n) each employee benefit plan sponsored by the Borrower intended to be qualified under Section 401(a) of the Code complies in form and in operation, with the requirements of Section 401(a) of the Code, the relevant provisions of ERISA, and any other applicable laws, rules, and regulations; (o) neither the Borrower nor any ERISA affiliate of the Borrower, nor any trustee, administrator, party in interest, disqualified person, or fiduciary of any employee benefit plans, has engaged in a “prohibited transaction,” as that term is defined in Section 4975 of the Code or Section 406 of ERISA, which could directly or indirectly subject the applicable employee benefit plan, trust, the Borrower or any ERISA affiliate to any liability under the Code or ERISA; and (p) the securities of Borrower’s parent held by the ESOP are employer securities that are readily tradable on an established securities market within the meaning of Section 409(l)(1) of the Code.

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