Negative Assurance Letter. Xxxxxx Xxxxxx Xxxxxxxx LLP, special counsel to the Depositor and Ford Credit, will have delivered a negative assurance letter about the Registration Statement, the Preliminary Prospectus, the Time of Sale Information and the Prospectus.
Negative Assurance Letter. At the Closing Date, Xxxxx Xxxxx LLP, as special counsel to the Depositor and NMAC, shall deliver to the Underwriters a negative assurance letter with respect to the most recent Preliminary Prospectus delivered prior to the Date of Sale, the Registration Statement and the Final Prospectus.
Negative Assurance Letter. Subject to the foregoing, we confirm to you that, on the basis of the information we gained in the course of performing the services referred to above, no facts have come to our attention that cause us to believe that:
Negative Assurance Letter. On the basis of the information gained in the course of the performance of the services rendered above, but without independent check or verification except as stated above:
Negative Assurance Letter. At the Closing Time, the Representatives shall have received the favorable negative assurance letter, dated the Closing Time, of Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request.
Negative Assurance Letter. At the Closing Date, Xxxxx Xxxxx LLP, as special counsel to the Depositor and NMAC, shall deliver a letter to the Representative indicating that such counsel has reviewed the Registration Statement, the Preliminary Prospectus and the Final Prospectus and participated in conferences with officers and other representatives of the Depositor and NMAC, representatives of their independent public accountants, representatives of the Underwriters and their counsel, at which the contents of the Registration Statement, the Preliminary Prospectus and the Final Prospectus and related matters were discussed. The purpose of such counsel’s professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, and such counsel has not undertaken any obligation to verify independently any of the factual matters set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Preliminary Prospectus and the Final Prospectus involve matters of a non-legal nature. Subject to the foregoing, such counsel shall confirm to the Underwriters that, on the basis of the information such counsel obtained in the course of performing the services referred to above, nothing came to such counsel’s attention that caused (Nissan 2009-A Underwriting Agreement) such counsel to believe that (x) the Registration Statement on the effective date thereof 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; (y) the Preliminary Prospectus, as of the Date of Sale, together with the statements in the Final Prospectus with respect to items identified in the Preliminary Prospectus as to be completed in the Final Prospectus, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or (z) the Final Prospectus, as of its date or as of the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that suc...
Negative Assurance Letter. The favorable negative assurance letter from Xxxxxxxxxx, Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, and otherwise to the same effect as the negative assurance statement required by Section 5(c) hereof.
Negative Assurance Letter. The favorable negative assurance letter from Simpson, Thacher & Xxxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Option Closing Time, and otherwise to the same effect as the negative assurance statement required by Section 5(c) hereof.
Negative Assurance Letter. On the basis of the foregoing, (i) nothing has come to our attention that has caused us to believe that the Registration Statement, as of the Effective Date, including the documents incorporated by reference therein, 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 that the Prospectus, as of the date of the Prospectus Supplement and as of the date and time of delivery of this letter, including the documents incorporated by reference therein, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that in each case we do not express any view as to financial information, or accounting data, or statistical data derived therefrom, included or incorporated by reference therein or excluded therefrom or the statements contained in the exhibits to the Registration Statement, including the Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of 1939, as amended (the “Form T-1”)); and (ii) nothing has come to our attention that has caused us to believe that the Disclosure Package, as of the Applicable Time, including the documents incorporated by reference therein, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that we do not express any view as to financial information, or accounting data, or statistical data derived therefrom, included or incorporated by reference therein or excluded therefrom or the statements contained in the exhibits to the Registration Statement, including the Form T-1). SCHEDULE VII
Negative Assurance Letter. Upon execution of this Agreement and within three Trading Days after (i) each Amendment Date and (ii) each time the Company files or amends an annual report on Form 40-F or 20-F, the Company shall cause to be furnished to the Agents, dated as of such date and addressed to the Agents, in form and substance reasonably satisfactory to the Agents, the written negative assurance letter of Xxxxxx & Xxxxxxx LLP, U.S. counsel to the Company, as described in Section 4(e).
