NO REPRESENTATION BY OR RELIANCE Clause Samples
The "No Representation by or Reliance" clause establishes that neither party is relying on any statements, promises, or representations made by the other party outside of what is expressly written in the contract. In practice, this means that only the terms and conditions contained within the agreement are binding, and any prior discussions, negotiations, or informal assurances are excluded from consideration. This clause helps prevent disputes over alleged verbal agreements or side promises, ensuring that the contract is the sole source of obligations and expectations between the parties.
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NO REPRESENTATION BY OR RELIANCE. Each Obligor acknowledges that:
(a) no Finance Party has any duty to supply it with information in relation to or affecting the other Obligors or any Finance Party before the date of this agreement or during the currency of any Finance Document; and
(b) it has relied on its own inquiries as to the other Obligors, the nature and extent of the entire relationship between each of them and each Finance Party (whether or not recorded in the Finance Documents) and the nature and effect of the Finance Documents. Name: The HongKong and Shanghai Banking Corporation Limited, Sydney Branch EUR 37,750,000 USD 15,000,000 USD 30,000,000 USD 50,000,000 ABN number: 65 117 925 970 Address for notices: HSBC Centre ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Sydney NSW 2000 Fax: (▇▇) ▇▇▇▇ ▇▇▇▇ For the attention of: Assistant Manager, Credit Operations TOTAL COMMITMENTS: EUR 37,750,000 USD 15,000,000 USD 30,000,000 USD 50,000,000 Name: ResMed SAS Address for notices: Parc Technologique ▇▇ ▇▇▇▇, 292 Allee ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Fax: + ▇▇ (▇) ▇ ▇▇ ▇▇ ▇▇ 00 For the attention of: Financial Controller Name: ResMed GmbH & Co. KG Address for notices: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Germany Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇ For the attention of: Financial Controller Name: ResMed (UK) Limited Company number: 02863553 Address for notices: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Abingdon Oxfordshire OX14 4RY United Kingdom Fax: +▇▇ (▇) ▇▇▇▇ ▇▇▇ ▇▇▇ For the attention of: Financial Controller Name: Take Air Medical Handels-GmbH Address for notices: ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Germany Fax: + ▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇ For the attention of: Financial Controller Name: ResMed Inc. Address for notices: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Poway CA 92064 USA Fax: +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ For the attention of: General Counsel Name: ResMed Corp. Address for notices: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Poway CA 92064 USA Fax: +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ For the attention of: General Counsel
1. A certified copy of the Constitution of the Borrower.
2. A certified copy of a resolution of the directors of the Borrower:
(a) approving the Facilities and authorising the execution by the Borrower of this agreement and of each other Finance Document to which the Borrower is a party and the performance by the Borrower of its obligations under those Finance Documents; and
(b) appointing an Authorised Officer or Authorised Officers.
3. An original power of attorney for the execution of each Finance Document to which it is a party from the Borrower executed und...
NO REPRESENTATION BY OR RELIANCE. Each party acknowledges that it has not entered into this Agreement in reliance on or as a result of any representation, promise, statement, or conduct to that party by or on behalf of the other party or by or on behalf of any other party otherwise than as provided in this Agreement or as notified in writing by that party to the other party before the date of this Agreement.
NO REPRESENTATION BY OR RELIANCE. ON THE BANK OR AGENT Each party other than each Bank and each Agent acknowledges that:
(1) no Bank and no Agent has any duty to supply that party with information in relation to or affecting the other or others of them prior to the date hereof or during the currency of any Transaction Document;
(2) it has relied upon that party's own inquiries as to the other or others of them, the nature and extent of the entire relationship between them and between them and each Bank and the Agents whether or not recorded in the Transaction Documents, and the nature and effect of the Transaction Documents; and
(3) it has not entered into any Transaction Document in reliance on or as a result of any representation, promise, statement, conduct or inducement to that party by or on behalf of any Bank or any Agent or by or on behalf of any Relevant Person otherwise than as embodied in the Transaction Documents or as notified in writing by that party to the Banks and the Agents prior to the date hereof. SCHEDULE 1 ORIGINAL GUARANTORS NAME JURISDICTION OF ACN ADDRESS INCORPORATION IN AUSTRALIA CTV Pty Limited Queensland 064 416 128 ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ STV Pty Limited South Australia 065 312 450 ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ AUSTAR Services Pty South Australia 068 521 880 ▇▇▇▇▇ ▇▇, Ltd ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ AUSTAR Retail Pty Ltd South Australia 068 521 826 ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ Selectra Pty Ltd South Australia 065 367 526 ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ Vinatech Pty Ltd South Australia 065 366 314 ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Pty Ltd South Australia 064 744 869 ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Pty Ltd New South Wales 065 017 012 ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ Keansburg Pty Ltd South Australia 064 744 887 ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Pty Ltd South Australia 064 756 190 ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ NAME JURISDICTION OF ACN ADDRESS INCORPORATION IN AUSTRALIA Maxi-Vu Pty Ltd Victoria 064 795 679 ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ Palara Vale Pty Ltd South Australia 068 943 500 ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ Auldana Beach Pty Ltd South Australia ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ Grovern Pty Ltd South Australia 068 943 402 ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ Lystervale Pty Ltd South Australia 068 943 457 ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ Minorite Pty Ltd South Austr...
NO REPRESENTATION BY OR RELIANCE. Each Obligor acknowledges that:
(a) no Finance Party has any duty to supply it with information in relation to or affecting the other Obligors or any Finance Party before the date of this agreement or during the currency of any Finance Document; and
(b) it has relied on its own inquiries as to the other Obligors, the nature and extent of the entire relationship between each of them and each Finance Party (whether or not recorded in the Finance Documents) and the nature and effect of the Finance Documents. Name: ABN number: Address for notices: HSBC Bank Australia Limited 48 006 434 162 HSBC Centre ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Sydney NSW 2000 EUR 50,000,000 USD 15,000,000 USD 60,000,000 Fax: (▇▇) ▇▇▇▇ ▇▇▇▇ For the attention of: Assistant Manager, Credit Operations TOTAL COMMITMENTS: EUR 50,000,000 USD 15,000,000 USD 60,000,000 Name: ResMed SA Address for notices: Pare de la Bandonniere ▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 69800 Saint-Priest France Fax: + ▇▇ (▇) ▇ ▇▇ ▇▇ ▇▇ 60 For the attention of: Financial Controller Name: ResMed GmbH & Co. KG Address for notices: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Germany Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇ For the attention of: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ResMed (UK) Limited Company number: 02863553 Address for notices: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Abingdon Oxfordshire OX14 4RX Fax: +▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ For the attention of: Mr ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: Take Air Medical Handels-GmbH Address for notices: Parc de la Bandonniere ▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 69800 Saint-Priest France Fax: + ▇▇ (▇) ▇ ▇▇ ▇▇ ▇▇ 60 For the attention of: Financial Controller Name: ResMed Inc. Address for notices: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Poway CA 92064 USA Fax: +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ For the attention of: General Counsel Name: ResMed Corp Address for notices: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Poway CA 92064 USA Fax: +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ For the attention of: General Counsel
1. A certified copy of the Constitution of the Borrower,
2. A certified copy of a resolution of the directors of the Borrower:
(a) approving the Facilities and authorising the execution by the Borrower of this agreement and of each other Finance Document to which the Borrower is a party and the performance by the Borrower of its obligations under those Finance Documents; and
(b) appointing an Authorised Officer or Authorised Officers.
3. An original power of attorney for the execution of each Finance Document to which it is a party from the Borrower executed under common seal or by two directors or a director and a secretary of the Borrower,
4. The ...
NO REPRESENTATION BY OR RELIANCE. ON THE BANK OR AGENT Each party other than each Bank and the Agent acknowledges that:
(a) no Bank or Agent has any duty to supply that party with information in relation to or affecting the other or others of them prior to the date hereof or during the currency of any Transaction Document;
(b) it has relied upon that party's own inquiries as to the other or others of them, the nature and extent of the entire relationship between them and between them and each Bank and the Agent whether or not recorded in the Transaction Documents, and the nature and effect of the Transaction Documents; and
(c) it has not entered into any Transaction Document in reliance on or as a result of any representation, promise, statement, conduct or inducement to that party by or on behalf of any Bank or the Agent or by or on behalf of any Obligor otherwise than as embodied in the Transaction Documents or as notified in writing by that party to the Banks and the Agent prior to the date hereof. SCHEDULE 1 BANKS Name & Commitment Address for Notices Toronto Dominion Australia Limited, ACN 004 $41,667,500 858 020 of Level 36, 385 Bourke Street, Melbourne, Victoria Attention: Mana▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: (▇▇▇) ▇▇70 3779 Paribas, Taipei Branch $▇▇,▇▇▇,▇▇0 (Offshore Banking Unit) 205 TunHua North Road 11th Floor Taipei, Taiwan 10592 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: (▇▇▇▇) ▇▇ ▇▇ ▇▇▇▇ ▇opy Notices to: Paribas Group Australia Limite▇ ▇▇▇▇▇ ▇▇, ▇ ▇▇▇ing Street, Sydney NSW 2000 Attention: Leo Lesl▇▇/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: (612) 9241 53▇▇ ▇▇▇▇▇ COMMITMENT $▇▇,▇▇▇,▇▇0 SCHEDULE 2 RATIOS
PART 1: Operating Ratios Month Total Debt/Homes Subscribers OR Equivalent Serviceable Billing Units December 1998 15,500 19,500 January 1999 950 18,250 24,250 February 1999 1,000 20,750 27,250 March 1999 1,050 24,750 31,750 April 1999 1,050 28,500 36,750 May 1999 1,100 32,750 42,000 June 1999 1,100 36,750 47,500 July 1999 1,100 40,750 52,750 August 1999 1,200 44,500 58,000 September 1999 1,200 48,250 63,250 October 1999 1,200 52,000 68,500 November 1999 1,300 56,000 74,000 December 1999 1,300 60,000 78,750 March 2000 1,200 63,250 93,250 June 2000 1,200 66,500 96,500 PART 2: Financial Ratios pre 30 June 2000 Period Ending Minimum EBITDA Minimum Revenue 31 December 1998 (5,250,000) 850,000 31 January 1999 (4,500,000) 1,150,000 28 February 1999 (3,700,000) 1,250,000 31 March 1999 (2,900,000) 1,500,000 30 April 1999 (2,500,000) 1,750,000 31 May 1999 (2,000,000) 2,000,000 30 June 1999 (1,750,0...
NO REPRESENTATION BY OR RELIANCE. ON THE BANK OR AGENT Each party other than each Bank and each Agent acknowledges that:
(a) no Bank and no Agent has any duty to supply that party with information in relation to or affecting the other or others of them prior to the date hereof or during the currency of any Transaction Document;
(b) it has relied upon that party's own inquiries as to the other or others of them, the nature and extent of the entire relationship between them and between them and each Bank and the Agents whether or not recorded in the Transaction Documents, and the nature and effect of the Transaction Documents; and
(c) it has not entered into any Transaction Document in reliance on or as a result of any representation, promise, statement, conduct or inducement to that party by or on behalf of any Bank or any Agent or by or on behalf of any Obligor otherwise than as embodied in the Transaction Documents or as notified in writing by that party to the Banks and the Agents prior to the date hereof.