Issuer Representations and Warranties definition

Issuer Representations and Warranties means the Issuer’s representations and warranties set out in Schedule 7 (Issuer Representations and Warranties ) of the Incorporated Terms Agreement.
Sample 1

Examples of Issuer Representations and Warranties in a sentence

  • The Issuer hereby represents and warrants to the Trustee, also for the benefit of the other Secured Parties, by way of an independent guarantee irrespective of fault within the meaning of Section 311 BGB (selbständiges, verschuldensunabhängiges Garantieversprechen) on the terms of the Issuer Representations and Warranties as set out in Schedule 7 (Issuer Representations and Warranties) of the Incorporated Terms Memorandum.

  • The Issuer shall only provide the representations and warranties set out in Clause10 ( Issuer Representations and Warranties) hereto in relation to the sale of the Mortgages pursuant to this Deed.

  • The Issuer represents and warrants to each of the Senior Noteholders the matters set out in clause 3.1 (Issuer Representations and Warranties) of the Framework Agreement.

  • The Issuer shall only provide the representations and warranties set out in clause 16 ( Issuer Representations and Warranties) hereto in relation to the sale of the Portfolio Option Loans pursuant to this Deed.

  • The Issuer acknowledges that it is making the representations and warranties in Clause 5 (Issuer Representations and Warranties) with the intention of inducing the Original Debentureholder to subscribe to the Debentures on the basis of, and in full reliance on, each of such representations and warranties.

  • The Issuer gives certain representations and warranties to the Trustee (acting for itself and on behalf of the Secured Creditors) on the terms set out in the Issuer Warranties set out in Schedule 6 (Issuer Representations and Warranties) of this Deed.

  • The Issuer shall only provide the representations and warranties set out in Clause10( Issuer Representations and Warranties) hereto in relation to the sale of the Mortgages pursuant to this Deed.

  • The Issuer makes the representations and warranties set out in this Clause 3.1 (Issuer Representations and Warranties) to the Issuer Security Trustee (on behalf of itself and the Issuer Secured Creditors) on the Initial Funding Date, the Dutch Accession Date and the French Accession Date.

  • The Issuer hereby represents and warrants to the Trustee, also for the benefit of the other Secured Parties, by way of an independent guarantee irrespective of fault within the meaning of Section 311 BGB (selbständiges, verschuldensunabhängiges Garantieversprechen) onthe terms of the Issuer Representations and Warranties as set out in Schedule 7 (Issuer Representations and Warranties) of the Incorporated Terms Memorandum.

  • The Issuer shall only provide the representations and warranties set out in Clause 10 ( Issuer Representations and Warranties) hereto in relation to the sale of the Mortgages pursuant to this Deed.

Related to Issuer Representations and Warranties

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Purchaser’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Buyer Fundamental Representations has the meaning set forth in Section 8.01.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Repeating Representations means each of the representations set out in Clause 18.1 (Status), to Clause 18.22 (No Material Adverse Effect) other than Clause 18.3 (Binding Obligations), Clause 18.6 (Governing law and enforcement), Clause 18.7 (Deduction of Tax), Clause 18.8 (No filing or stamp taxes), paragraphs (a) and (b) of Clause 18.10 (No misleading information) and Clause 18.13 (No proceedings pending or threatened).

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Seller Warranties means the warranties given by the Seller in Schedule 3;

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).