FDICIA Representations Clause Samples

The FDICIA Representations clause requires parties to confirm their compliance with the Federal Deposit Insurance Corporation Improvement Act (FDICIA) and related regulations. In practice, this means that financial institutions or counterparties must affirm that their agreements, transactions, or operations do not violate FDICIA requirements, such as those concerning netting, insolvency, or recordkeeping. This clause ensures that all parties are legally able to enter into the agreement and that the enforceability of key provisions, like netting arrangements, is not compromised by regulatory restrictions, thereby reducing legal and operational risk.
FDICIA Representations. The following provisions shall not apply to this agreement. Each Party represents and warrants to the other Party that it is a financial institution under the provisions of Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), and the Parties agree that this agreement shall be a netting contract, as defined in FDICIA, and each receipt or payment or delivery obligation hereunder shall be a covered contractual payment entitlement or covered contractual payment obligations, respectively, as defined in and subject to FDICIA.
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FDICIA Representations. The following provisions shall not apply to this MNA. Each Party represents and warrants to the other Party that it is a financial institution under the provisions of Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), and the Parties agree that this MNA shall be a netting contract, as defined in FDICIA, and each receipt or payment or delivery obligation hereunder shall be a covered contractual payment entitlement or covered contractual payment obligations, respectively, as defined in and subject to FDICIA.
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FDICIA Representations. The provisions of Section 9.14 shall not apply to the Agreement.
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FDICIA Representations. The following provisions shall not apply to this agreement. Each Party represents and warrants to the other Party that it is a financial institution under the provisions of Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), and the Parties agree that this agreement shall be a netting contract, as defined in FDICIA, and each receipt or payment or delivery obligation hereunder shall be a covered contractual payment entitlement or covered contractual payment obligations, respectively, as defined in and subject to FDICIA. ANNEX 2 TO MASTER NETTING AGREEMENT Specific Exchanges The following exchanges are Specified Exchanges for the purposes of Clause 1.1; Any Recognised Exchange, Recognised Investment Exchange, Designated Investment Exchange or Approved Exchange as defined by the Financial Services Authority or the Securities and Futures Authority and as amended from time to time. In witness whereof, this Agreement has been entered into on the date written in the Customer Signature pages, Signed on behalf of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited -and- ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities Limited By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Authorised Signatory PART THREE SCHEDULE 1 SELECTED ASSOCIATED FIRMS OF ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INTERNATIONAL LIMITED AND ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SECURITIES LIMITED ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Market Products Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital Services Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital Group Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited Incorporated ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Japan Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank AG* ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asia Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International 1-loldings Limited Morstan Nominees Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Services (UK) Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Canada Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Management Singapore Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Management Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Management Inc. MS Securities Services Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SpA ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital Group Singapore Pte Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Kong Securities Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Kong Nominees Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Futures Hong Kong Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Futures Singapore Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Australia Limited ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Securities Services Incorporated Bank ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇* PART THREE SCHEDULE 2 ADDITIONAL PROVISIONS FOR LIFFE The provisions of this Schedule 2 apply where the Contract is a futures or options contractsubject to the R...
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FDICIA Representations. The following provisions shall not apply to this agreement. Each Party represents and warrants to the other Party that it is a financial institution under the provisions of Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), and the Parties agree that this agreement shall be a netting contract, as defined in FDICIA, and each receipt or payment or delivery obligation hereunder shall be a covered contractual payment entitlement or covered contractual payment obligations, respectively, as defined in and subject to FDICIA. ANNEX 2 TO MASTER NETTING AGREEMENT SPECIFIC EXCHANGES The following exchanges are Specified Exchanges for the purposes of Clause 1.1; Any Recognised Exchange, Recognised Investment Exchange, Designated Investment Exchange or Approved Exchange as defined by the Financial Services Authority or the Securities and Futures Authority and as amended from time to time.
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Related to FDICIA Representations

  • ERISA Representations Each Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or Similar Law, by accepting an interest or participation in a Note, is deemed to represent that its purchase, holding and disposition of that interest or participation is not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Note Owner is subject to Similar Law, the purchase, holding and disposition is not and will not result in a non-exempt violation of that Similar Law).

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. (iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. (iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. (v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities. (vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. (viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. (ix) The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.

  • Mutual Representations Each party hereby represents and warrants to the other party as follows:

  • Securities Representations This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 10. (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register such shares of Common Stock (or to file a “re-offer prospectus”). (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.