Representation of the Lenders Sample Clauses

Representation of the Lenders. Each Lender hereby represents that it is a commercial lender which makes loans in the ordinary course of its business and that it will make the Loans hereunder for its own account or the account of its affiliates in the ordinary course of such business.
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Representation of the Lenders. Each Lender represents and warrants to each Borrower, each Agent and other Lenders that none of the consideration used by it to fund its Pro Rata share of the Term Loan or to participate in any other transactions under this Agreement constitutes for any purpose of ERISA or Section 4975 of the Code assets of any “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Code and the interests of such Lender in and under the Loan Documents shall not constitute plan assets under ERISA.
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Representation of the Lenders. Each and all of the Lenders hereby appoint Xxxxxx Xxxxxx as their representative (“Lenders’ Representative”) and herewith acknowledge that in connection with this Agreement the Lenders’ Representative represents each of them and EG Zirkonia. The Lenders’ Representative has the full authority to represent and bind each of the Lenders by his acts and declarations and that the Lenders’ Representative has the full and exclusive authority to receive, to make and to give in their name and on behalf of each and all of the Lenders payments, notices, declarations and actions. In the event that the Lenders’ Representative should for any reason become incapable of fulfilling its duties as representative of the Lenders under this Agreement, the Lenders agree to appoint another representative with the same powers as provided herein within thirty days of such an event and to promptly give notice thereof to the other Parties.
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Representation of the Lenders. Each Lender 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 Lenders. Each Lender represents and warrants to each of the Dutch Borrowers that such Lender is a Professional Market Party.
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Representation of the Lenders. The Lenders joining herein constitute the Required Lenders as they hold more than fifty percent (50%) of the sum of: (i) the outstanding aggregate principal amount of the Loans; and (ii) the total outstanding Commitments, and none of such Lenders are Defaulting Lenders. In their execution hereof, the Required Lenders direct the Administrative Agent to consent to and execute this Second Amendment.
Sample 1
Representation of the Lenders. Each Lender hereby represents that (i) it is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended, or an institutional "accredited investor" as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act of 1933, as amended, (ii) it will purchase the Notes hereunder for its own account or for one or more accounts as to each of which it exercises sole investment discretion, (iii) it does not beneficially own 10% or more of the Parent Guarantor Common Stock (as beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act), (iv) it has had opportunities to 110 103 ask questions of, and receive answers from, officers and other representatives of the Parent Guarantor and its Subsidiaries with respect to the business and financial condition of the Parent Guarantor and its Subsidiaries, to obtain such additional information concerning the Parent Guarantor and its Subsidiaries as such Lender has deemed relevant in connection with its investment decision and such information as such Lender has deemed necessary to verify such information, (v) it has no intention to transfer the Notes; provided that the disposition of its property shall at all times be and remain within its control, subject, however, to compliance with federal and state securities laws, (vi) it acknowledges that the Notes have not been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act and any other applicable securities laws, pursuant to an exemption therefrom or in a transaction not subject thereto, and (vii) it acknowledges that each certificate representing the Note will contain a legend substantially to the following effect: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE REGISTRATION TERMINATION DATE") WHICH IS THREE YEARS AFTE...
Sample 1
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Representation of the Lenders. 8.3.1.The Operator implements all the rights of the Lenders as creditors. The Operator distributes and transfers the payments received from the Borrower related to the repayment of the Loan (interest, loan, late interest or other payments) to the accounts indicated by the Lenders within 3 (three) business days.
Sample 1

Related to Representation of the Lenders

  • 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 Lender The Lender hereby represents and warrants to the Borrower as follows:

  • Representations and Warranties of the Loan Parties Each Loan Party represents and warrants as follows:

  • Representations and Warranties of Lenders Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments or Loans, as the case may be, represents and warrants as of the Closing Date or as of the effective date of the applicable Assignment and Assumption that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments, loans or investments such as the Commitments and Loans; and (iii) it will make or invest in its Commitments and Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments and Loans within the meaning of the Securities Act or the Exchange Act, or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments and Loans or any interests therein shall at all times remain within its exclusive control).

  • Representations of Lenders Each Lender initially party to this Agreement hereby represents, and each Person that becomes a Lender pursuant to an assignment permitted by this Section will, upon its becoming party to this Agreement, represents that it is a commercial lender, other financial institution or other “accredited” investor (as defined in SEC Regulation D) that makes or acquires loans in the ordinary course of its business and that it will make or acquire Loans for its own account in the ordinary course of such business; provided, however, that subject to the preceding Sections 11.06(b) and (c), the disposition of any promissory notes or other evidences of or interests in Indebtedness held by such Lender shall at all times be within its exclusive control.

  • Representations and Warranties of the Placement Agent The Placement Agent represents and warrants to the Company as follows:

  • Representations of Lender Lender represents and warrants to Bank that: (i) this Lending Agreement is, and each Loan shall be, legally and validly entered into, and does not and shall not violate any statute, regulation, rule, order or judgment binding on Lender, or any provision of Lender's charter or by-laws, or any agreement binding on Lender or affecting its property; (ii) the person executing this Lending Agreement and all Authorized Persons acting on behalf of Lender has and have been duly and properly authorized to do so; (iii) it is lending Securities as principal and shall not transfer, assign or encumber its interest in, or rights with respect to, any Securities available for Loan hereunder; (iv) it is the beneficial owner of all Securities or otherwise has the right to lend Securities; and (v) it is entitled to receive all interest, dividends and other distributions (including, but not limited to, payments made by the depositary in connection with American Depositary Receipts and Global Depositary Receipts) ("Distributions") made by the issuer with respect thereto. Lender shall promptly identify to Bank by notice, which notice may be oral, any Securities that are no longer subject to the representations contained in (b).

  • REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit Parties hereby represent and warrant to the Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder, which representations and warranties shall be deemed made on the Closing Date and as otherwise set forth in Section 6.2, that:

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

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