Use and Reliance Sample Clauses

Use and Reliance. This opinion is provided at your request and solely to you for use in connection with your current transactions with the Parent Company. This opinion may not be relied upon or used by any other person or for any other purpose, nor may it be exhibited, quoted from or referred to, or copies delivered to any other person, without our prior written consent. Very truly yours, Exhibit A XXXXX XXXXXX ASSET MANAGEMENT REDWOOD LONG/SHORT FUND 000 Xxxxxxxxxx Xxx., Xxxxx 0000 10 King St., E., Suite 701 Toronto, Ontario, M5H 3M7 Xxxxxxx, Xxxxxxx, X0X 0X0 POLAR SECURITIES INC. SURGE VENTURES INC. 000 Xxx Xxxxxx, 21st Floor 00 Xxxxxx Xxx, Suite 304 Toronto, Ontario, M5H 2W9 Xxxxxxx, Xxxxxxx, X0X 0X0 WATERFALL VANILLA LP TWENTY6 TWO INTERNATIONAL INC. 00 Xxxx Xx., X., Xxxxx 000 10 Xxxxxx Ave, Suite 304 Toronto, Ontario, M5C 1C3 Xxxxxxx, Xxxxxxx, X0X 0X0 WATERFALL TIPPING POINT LP XXXXX X. XXXXXXX 00 Xxxx Xx., X., Xxxxx 000 55 Xxxxxx Street Toronto, Ontario, M5C 1C3 Xxxxxxxxx, XX X0X 0X0 REDWOODLONG/SHORT CONSERVATIVE XXXX XXXXX EQUITY FUND 303 - 0000 Xxxxxx Xxxxxx 00 Xxxx Xx., X., Xxxxx 000 Xxxxxxxx, XX X0X 0X0 Xxxxxxx, Xxxxxxx, X0X 0X0 WATERFALL VANILLA MASTER FUND XXXXXX XXXX LTD. 000 Xxxxxxx Xxxxxx 00 Xxxx Xx., X., Xxxxx 000 Xxxxxx, XX X0X 0X0 Xxxxxxx, Xxxxxxx, X0X 0X0 WATERFALL NEUTRAL LP XXXXX XXXXXXX 00 Xxxx Xx., E., Suite 701 3558 Blenheim Street Toronto, Ontario, M5C 1C3 Xxxxxxxxx, XX X0X 0X0 XXXXXXX XXXXXXX BULL & BEAR JEMEKK CAPITAL MANAGEMENT FUND 000 Xxx Xx., Xxxxx 0000 2 Bloor St., West, Suite 200 Toronto, Ontario, Toronto, Ontario M5J 3T2 X0X 0X0 AEGON CAPITAL MANAGEMENT INC. MAVRIX A/C 507 0000 Xxxxx Xx., 0xx Xxxxx 36 Lombard St., Suite 400 Toronto, Ontario, Xxxxxxx, Xxxxxxx,
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Use and Reliance. This opinion is provided at your request and solely to you for use in connection with the Offering. This opinion may not be relied upon or used by any other person or entity for any other purpose, nor may it be exhibited, quoted from or referred to, or copies delivered to any other person or entity, without our prior written consent. Very truly yours, Lxxx, Forward, Hxxxxxxx & Scripps LLP
Sample 1
Use and Reliance. This opinion is issued solely as an accommodation to our client (i.e.,AHFC), and does not create an attorney-client relationship between this firm and any other person, including but not limited to the addressees. This opinion is provided at AHFC’s request, and solely to you and each Bank (as defined in the Credit Agreement) from time to time becoming a party to the Credit Agreement, for use in connection with the transactions contemplated by the Credit Documents. This opinion may not be relied upon or used by any other person or for any other purpose, nor may it be exhibited, quoted from or referred to, or copies delivered to any other person, without our prior written consent. Very truly yours, XXXXXXX XXXXXX XXXXX & XXXXXX, A Professional Corporation Exhibit A [Banks to be listed] EXHIBIT H-2 OPINION OF SPECIAL JAPANESE COUNSEL TO HMC See attached. [Mori Hamada & Matsumoto Letterhead] March 7, 2014 To: The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, and the Banks party to the Credit Agreements (as defined below) Ladies and Gentlemen: Re: Honda Motor Co., Ltd. Keep Well Agreement in relation to the $3,500,000,000 Five-Year Credit Agreement and the $3,500,000,000 364-Day Credit Agreement of American Honda Finance Corporation We refer to (i) the $3,500,000,000 Five-Year Credit Agreement and (ii) the $3,500,000,000 364-Day Credit Agreement, each dated as of March 7, 2014 to be entered into by American Honda Finance Corporation (“AHFC”), as borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, and the other Banks party thereto (the “Credit Agreements”). Pursuant to Section 7.1(g) of each Credit Agreement, we have been requested by AHFC to deliver a legal opinion addressed to the Administrative Agent and the Banks on certain legal matters relating to that certain keepwell agreement dated September 9, 2005 (the “Keep Well Agreement”) entered into between Honda Motor Co., Ltd. (“HMC”) and AHFC. We have acted as Japanese legal counsel for HMC in connection with the Keep Well Agreement. In connection therewith, we have examined the following::
Sample 1
Use and Reliance. This opinion is provided at AHFC’s request, solely to you and each Bank (as defined in the Credit Agreement) from time to time becoming a party to the Credit Agreement, for use in connection with the transactions contemplated by the Credit Documents. This opinion may not be relied upon or used by any other person or for any other purpose, nor may it be exhibited, quoted from or referred to, or copies delivered to any other person, without our prior written consent. Very truly yours, XXXX, FORWARD, XXXXXXXX & SCRIPPS LLP Exhibit A
Sample 1

Related to Use and Reliance

  • Reliance on Provisions Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

  • Authorization and Reliance GMAC understands that a copy of this Limited Guaranty shall be delivered to the Trustee in connection with the execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the Company and the Trustee to rely on the covenants and agreements set forth herein.

  • Disclaimer of Reliance Except for the specific representations expressly made by the Company in this Agreement, Executive specifically disclaims that Executive is relying upon or has relied upon any communications, promises, statements, inducements, or representation(s) that may have been made, oral or written, regarding the subject matter of this Agreement. Executive represents that Executive relied solely and only on Executive’s own judgment in making the decision to enter into this Agreement.

  • Non-Reliance It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

  • Obligations and Reliances Section 4.1 Relationship of Mortgagor and Mortgagee 10 Section 4.2 No Reliance on Mortgagee 10 Section 4.3 No Mortgagee Obligations 10 Section 4.4 Reliance 11 Page

  • Reliance on and Survival of Various Provisions All covenants, agreements, statements, representations and warranties made by the Borrower herein or in any certificate delivered pursuant hereto shall (a) be deemed to have been relied upon by the Administrative Agent and each of the Lenders notwithstanding any investigation heretofore or hereafter made by them and (b) survive the execution and delivery of this Agreement and shall continue in full force and effect so long as any Loans are outstanding and unpaid. Any right to indemnification hereunder, including, without limitation, rights pursuant to Sections 2.9, 2.11, 10.3, 11.2 and 11.5 hereof, shall survive the termination of this Agreement and the payment and performance of all Obligations.

  • Non-Reliance and Exculpation The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCo. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.

  • Familiarity and Reliance Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

  • Information; Reliance The Company shall furnish, or cause to be furnished, to Xxxxxxxxxx all information requested by Xxxxxxxxxx for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Xxxxxxxxxx upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Xxxxxxxxxx (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Xxxxxxxxxx or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Xxxxxxxxxx thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Xxxxxxxxxx, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Xxxxxxxxxx and its counsel as is customary for such Offering. Xxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.

  • Compliance with, and No Disclaimer under, U.S. Securities Laws (a) Notwithstanding any provisions in this ADR or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act.

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