NON-FINANCIAL COUNTERPARTY REPRESENTATION Sample Clauses

The Non-Financial Counterparty Representation clause requires a party to confirm that it does not qualify as a financial counterparty under relevant regulations. In practice, this means the party must declare its status, often in the context of derivatives or similar financial transactions, to ensure compliance with regulatory requirements such as EMIR in the EU. This clause helps clarify the regulatory obligations of each party, ensuring that both sides understand their respective compliance duties and reducing the risk of regulatory breaches.
NON-FINANCIAL COUNTERPARTY REPRESENTATION. The Client shall represent to the Company each time he enters into a Transaction (such representation shall be deemed to be repeated by the Client for as long as the Transaction remains outstanding) that: it is either: o a non-financial counterparty (as such term is defined in EMIR); or o an entity established outside the European Union that, having given due and proper consideration to its status, would constitute a non-financial counterparty (as such term is defined in EMIR) if it were established in the European Union; and it is not subject to a clearing obligation pursuant to EMIR (or, in respect of an entity under clause 35.1(a)(ii) above, would not be subject to the clearing obligation if it were established in the European Union) in respect of the respective Transaction. For the purposes of this clause, it is assumed that the Transaction is of a type that has been declared to be subject to the clearing obligation in accordance with Article 5 of EMIR and is subject to the clearing obligation in accordance with Article 4 of EMIR (whether or not this is actually the case), and that any transitional provisions in EMIR are ignored.
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NON-FINANCIAL COUNTERPARTY REPRESENTATION. 77.1 The Client represents to the Company on each date and at each time on which it enters into a Transaction (which representation will be deemed to be repeated by the Client at all times while such Transaction remains outstanding) that: a. it is either: (i) a non-financial counterparty (as such term is defined in EMIR); or (ii) an entity established outside the European Union that, to the best of its knowledge and belief, having given due and proper consideration to its status, would constitute a non-financial counterparty (as such term is defined in EMIR) if it were established in the European Union; and b. it is not subject to a clearing obligation pursuant to EMIR (or, in respect of an entity under clause 77.1(a)(ii) above, would not be subject to the clearing obligation if it were established in the European Union) in respect of such Transaction. For the purposes of this clause, it is assumed that the Transaction is of a type that has been declared to be subject to the clearing obligation in accordance with Article 5 of EMIR and is subject to the clearing obligation in accordance with Article 4 of EMIR (whether or not in fact this is the case), and that any transitional provisions in EMIR are ignored.
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Related to NON-FINANCIAL COUNTERPARTY REPRESENTATION

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

  • Credit Agreement Representations and Warranties The representations and warranties contained in Article VI of the Credit Agreement, insofar as the representations and warranties contained therein are applicable to any Guarantor and its properties, are true and correct in all material respects, each such representation and warranty set forth in such Article (insofar as applicable as aforesaid) and all other terms of the Credit Agreement to which reference is made therein, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Article.

  • Reference to the Effect on the Credit Agreement Upon the effectiveness of this Agreement, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of similar import shall mean and be a reference to the Credit Agreement, as amended by this Agreement. Except as specifically amended above, the Credit Agreement, and all other Financing Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by each Borrower.

  • Reaffirmation of Representations and Warranties Each acceptance by the Company of an offer for the purchase of Notes (whether to one or more Agents as principal or through an Agent as agent), and each delivery of Notes (whether to one or more Agents as principal or through an Agent as agent), shall be deemed to be an affirmation that the representations and warranties of the Company herein contained and contained in any certificate theretofore delivered to the Agents pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to such Agent(s) or to the purchaser or its agent, as the case may be, of the Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (it being understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time).

  • Certain Financial Covenants In addition to the covenants described in Section 5.1 and Section 5.2, so long as any Commitment remains in effect, any Advance is outstanding or any amount is owing to any Lender hereunder or under any other Loan Document, the Borrower will perform and comply with each of the covenants set forth on Schedule VI.