Deemed Representations Sample Clauses

Deemed Representations. Each borrowing of a Loan hereunder shall constitute a representation and warranty by the Borrower as of the applicable Credit Date that the conditions contained in Section 3.2(a) have been satisfied except as otherwise acknowledged by the Administrative Agent.

Deemed Representations. Each notice of borrowing hereunder or request for the issuance of a Letter of Credit and acceptance by the Borrower of the proceeds of such borrowing or of the issuance of such Letter of Credit shall constitute a representation and warranty that the statements contained in Section 5.02 are true and correct both on the date of such notice or request and, unless such Borrower otherwise notifies the Agent prior to such borrowing or such issuance, as of the date of such borrowing or such issuance.

Deemed Representations. Each Notice of Borrowing hereunder and acceptance by any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty that the statements contained in Section 4.2(a) are true and correct both on the date of such notice and, unless any Borrower otherwise notifies the Bank prior to such Borrowing, as of the date of such Borrowing.

Deemed Representations. Each request by Borrower for, and acceptance by Borrower of, an advance of proceeds of the Loans shall constitute a representation and warranty by Borrower that, as of both the date of such request and the date of the advance (1) no Default or Event of Default has occurred and is continuing, and (2) if any representation or warranty contained in this Agreement or the other Loan Documents is untrue or incorrect, the condition giving rise to such untruthfulness or incorrectness is not likely to result in a Material Adverse Change.

Deemed Representations. Each request by Borrower for, and acceptance by Borrower of, an advance of proceeds of the Loans shall constitute a representation and warranty by Borrower as to the satisfaction of the conditions in clauses (2) and (3) of Section 4.02, as of both the date of such request and the date of such advance or issuance.

Deemed Representations. Unless Borrower otherwise notifies the Bank prior to any borrowing hereunder, the acceptance by Borrower of the proceeds of any Loan shall constitute a representation and warranty that the statements contained in Section 6.02(a) are true and correct as of the date of such Loan.

Deemed Representations. Each request by Borrower for, and acceptance by Borrower of, an advance of proceeds of the Loans or the issuance, renewal or increase of any Letter of Credit, shall constitute a representation and warranty by Borrower that, as of both the date of such request and the date of such advance, issuance, renewal or increase (1) no Default or Event of Default has occurred and is continuing as of the date of such advance, issuance, renewal or increase, and (2) each of the representations and warranties by Borrower contained in this Agreement and in each of the other Loan Documents is true and correct in all material respects on and as of such date with the same effect as if made on and as of such date (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). In addition, the request by Borrower for, and acceptance by Borrower of, the Initial Advance shall constitute a representation and warranty by Borrower that, as of the Closing Date, each certificate delivered pursuant to Section 4.01 is true and correct in all material respects.

Deemed Representations. Each purchaser of Certificates (other than the Initial Purchaser or the Depositor) will be deemed by its acceptance of a Certificate to have represented, agreed or acknowledged, as applicable, for the benefit of the Initial Purchaser and its affiliates, as follows (terms used in this paragraph that are defined in Rule 144A are used herein as defined therein); (i) The purchaser (A) is a Qualified Institutional Buyer, (B) is aware that the sale of Certificates to it is being made in reliance on Section 4(2) of the Securities Act or Rule 144A promulgated thereunder and (C) is acquiring the Certificates for its own account or for the account of another Qualified Institutional Buyer. (ii) The Certificates are being offered, and may be transferred, only in a transaction not involving any public offering in the United States within the meaning of the Securities Act. The Certificates have not been and will not be registered under the Securities Act, and the purchaser agrees for the benefit of the Initial Purchaser and its affiliates that if in the future it decides to offer, resell, pledge or otherwise transfer the Certificates, the Certificates may be offered, sold, pledged or otherwise transferred (a) only to a person whom the seller reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A, and (b) in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. (iii) If the purchaser is acquiring any Certificates for the account of one or more Qualified Institutional Buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such party. (iv) No action has been or will be taken by the Initial Purchaser or the Trust which would permit a public offering of the Certificates or the possession or distribution of this document or any other offering material in any country or jurisdiction where, or in any circumstances in which, action for that purpose is required under applicable local laws and regulations. (v) The purchaser is an eligible swap participant under the regulations of the Commodity Futures Trading Commission set forth at 12 C.F.R. Part 35. (vi) The purchaser has sufficient knowledge, experience and professional advice to make its own legal, tax, accounting and financial evaluation of the merits and risks of pu...

Deemed Representations. Each request by Borrower for, and acceptance by Borrower of, an advance of proceeds of the Loans, shall constitute a representation and warranty by Borrower that, as of both the date of such request and the date of such advance (1) no Default or Event of Default has occurred and is continuing as of the date of such advance, and (2) each of the representations and warranties by Borrower and the other Loan Parties contained in this Agreement and in each of the other Loan Documents is true and correct in all material respects (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects)) on and as of such date with the same effect as if made on and as of such date, except where such representation or warranty expressly relates to an earlier date and except for changes in factual circumstances not prohibited hereunder. In addition, the request by Borrower for, and acceptance by Borrower of, the Initial Advance shall constitute a representation and warranty by Borrower that, as of the Closing Date, each certificate delivered pursuant to Section 4.01 is true and correct in all material respects.