Applicable to the Issuer Sample Clauses

The 'Applicable to the Issuer' clause defines which rights, obligations, or provisions within an agreement specifically pertain to the issuer party. In practice, this clause clarifies that certain terms—such as representations, warranties, or covenants—are binding only on the issuer and not on other parties like investors or underwriters. By clearly delineating the issuer's responsibilities, this clause ensures that contractual duties are properly allocated and prevents confusion or disputes over which party is subject to particular requirements.
Applicable to the Issuer. In addition to its respective obligations under Section 8.01, and without limiting the provisions of Section 7.20, the Issuer hereby represents, warrants and covenants as of the Series 2023-1 Closing Date and until such time as all Obligations are paid in full: (a) The Issuer shall not, and the Issuer shall not in its capacity as the sole member of any Asset Entity, permit such Asset Entity to, without the prior unanimous written consent of the board of managers or similar body of the Issuer, including the independent managers of such board, institute proceedings for any of themselves to be adjudicated bankrupt or insolvent; consent to the institution of bankruptcy or insolvency proceedings against themselves; file a voluntary bankruptcy petition or any other petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) for themselves or a substantial part of their property; make or consent to any assignment for the benefit of creditors; or admit in writing their inability to pay their debts generally as they become due; and (b) The Issuer has and at all times shall maintain at least two (2) independent managers, who shall be selected by the Member of the Issuer.
View SourceView Similar (5)
Applicable to the Issuer. The Issuer hereby represents, warrants and covenants that since the formation of the Issuer has (or has not, as applicable), and as of the Initial Closing Date and until such time as all Obligations are paid in full, the Issuer: (a) except for properties, or interests therein, which the Issuer has sold and for which the Issuer has no continuing obligations or liabilities, will not own any assets other than (i) the Contributed IP Addresses, the Customer IP Address Leases, other property interests and Related Property (the “Underlying Interests”) and (ii) with respect to Issuer, direct or indirect ownership interests in the Issuer and Related Property (the “Issuer Interests”); (b) will not engage in any business, directly or indirectly, other than the ownership, management and operation of the Underlying Interests or the Issuer Interests, as applicable; (c) will not enter into any contract, transaction or agreement with any Related Party except in the ordinary course of business and upon terms and conditions that are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than a Related Party (it being understood that the Management Agreement and the other Transaction Documents comply with this covenant); (d) has not incurred any Indebtedness that remains Outstanding as of the Initial Closing Date and will not incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Permitted Indebtedness; (e) has not made any loans or advances to any Person that remain Outstanding as of the Initial Closing Date and will not make any loan or advance to any Person (including any of its Affiliates) other than as expressly permitted by the Transaction Documents, and has not acquired and will not acquire obligations or securities of any Related Party; (f) is and intends to remain solvent and to pay its own liabilities, indebtedness, and obligations of any kind from its own separate assets as the same shall become due, and intends to maintain adequate capital for its obligations in light of its contemplated business operations; provided, however, that the foregoing shall not require any member of the Issuer to make additional capital contributions or provide other financial support to the Issuer; (g) will do all things necessary to preserve its existence and will not, nor will any Related Party, amend, modify or otherwise c...
View Source

Related to Applicable to the Issuer

  • Additional Information to be Furnished to the Issuing Entity The Administrator shall furnish to the Issuing Entity from time to time such additional information regarding the Collateral as the Issuing Entity shall reasonably request.

  • Additional Information to be Furnished to the Issuer The Administrator shall furnish to the Issuer from time to time such additional information regarding the Collateral as the Issuer shall reasonably request.

  • Applicable to Paying Agents In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee.

  • Opinion and 10b-5 Statement of Counsel for the Initial Purchasers The Representative shall have received on and as of the Closing Date an opinion and 10b-5 statement of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Repayment to the Issuer Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium or interest on, any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on its written request unless an abandoned property law designates another Person or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer for payment thereof unless an abandoned property law designates another Person, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Issuer cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.