Note Owner Representations Clause Samples

The Note Owner Representations clause sets out the specific statements and assurances that the owner of a note (such as a promissory note or debt instrument) makes to the other party in a transaction. These representations typically cover the owner's authority to enter into the agreement, the validity and enforceability of the note, and confirmation that the note is free from undisclosed encumbrances or claims. By requiring these representations, the clause helps ensure that the buyer or counterparty can rely on the note owner's disclosures, thereby reducing the risk of disputes or hidden liabilities related to the note.
Note Owner Representations. Each Series 2018-4 Note Owner, by its acceptance of an interest or participation in the Series 2018-4 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee as follows:
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Note Owner Representations. Each Series 2012-4 Note Owner, by its acceptance of a beneficial interest in the Series 2012-4 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (a) either (A) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (B) its purchase, holding or disposition of such beneficial interest therein does not constitute 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 Series 2012-4 Note Owner is subject to any Similar Law, such purchase, holding or disposition does not constitute and will not result in a violation of such Similar Law); and (b) it will treat the Series 2012-4 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Property.
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Note Owner Representations. (a) Each Series 2015-1 Note Owner, by its acceptance of a beneficial interest in the Series 2015-1 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) either (A) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (B) its purchase, holding or disposition of a beneficial interest in the Series 2015-1 Notes does not constitute 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 Series 2015-1 Note Owner is subject to any Similar Law, the purchase, holding or disposition does not constitute and will not result in a violation of Similar Law); and (ii) it will treat the Series 2015-1 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Property. (b) Each Series 2015-1 Note Owner of a Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in a Class C or Class D Note, specifically agrees with and represents to the Depositors, the Issuer, the Indenture Trustee and the Transfer Agent and Registrar, that no Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of that class in accordance with Section 5.02(a), (ii) the Note Transfer is to the Depositors or their Affiliates or (iii) the Note Transfer is exempt from the registration requirements under the Securities Act because the Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the Note Transfer is being made in reliance on Rule 144A under the Securities Act. (c) Until the Class C or Class D Notes have been registered under the Securities Act and any applicable State securities law under Section 5.2(a), each Series 2015-1 Note Owner of a Class C or Class D Note (other than the Depositors or their Affiliates), by its acceptance of a beneficial interest in the Class C or Class D Note, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (i) It understands that the Series...
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Note Owner Representations. Each Series 20 - Note Owner, by its acceptance of an interest or participation in the Series 20 - Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee as follows:
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Note Owner Representations. Each Series 20__-_ Note Owner, by its acceptance of a beneficial interest in the Series 20__-_ Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee that: (a) either (i) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (ii) its purchase and holding of such beneficial interest therein does not constitute 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 Series 20__-_ Note Owner is subject to any Similar Law, such purchase and holding does not constitute and will not result in a violation of such Similar Law); and (b) it will treat the Series 20__-_ Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Property.
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Note Owner Representations. Each Series 2009-2 Note Owner, by its acceptance of an interest in the Series 2009-2 Notes, is deemed to represent, warrant and covenant to the Issuer, the Servicer and the Indenture Trustee that: (a) either (i) it is not a Benefit Plan and is not acting on behalf of or investing the assets of a Benefit Plan or (ii) its acquisition and holding of Series 2009-2 Notes or any beneficial interests therein does not and will not constitute a non-exempt prohibited transaction under ERISA or the Code by reason of the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if it is a Benefit Plan subject to any Similar Law, or is acting on behalf of or investing the assets of such a Benefit Plan, its acquisition and holding of the Series 2009-2 Notes or any beneficial interests therein does not constitute and will not result in a violation of such Similar Law); and (b) it will treat the Series 2009-2 Notes for U.S. federal, state and local income and franchise tax purposes as indebtedness secured by the Trust Assets.
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Related to Note Owner Representations

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows: (i) The Purchaser is acquiring and will hold the Purchased Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. (ii) The Purchaser understands that the Purchased Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Purchased Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Purchased Shares. (iii) The Purchaser is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited “broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Purchaser acknowledges and understands that the conditions for resale set form in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. (iv) The Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he or she will not dispose of the Purchased Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Purchased Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Purchased Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Purchased Shares under state securities law. (v) The Purchaser has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and the Purchaser has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares. (vi) The Purchaser is aware that his or her investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Purchaser is able, without impairing his or her financial condition, to hold the Purchased Shares for an indefinite period and to suffer a complete loss of his or her investment in the Purchased Shares.

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • Customer Representations Customer represents and warrants that (i) it has a legitimate business interest or obtained all permissions and consent required by law to transfer the Content so that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may lawfully use and process in accordance with this Agreement; and (ii) it has delegated authority to its advisors in providing instructions in connection with the Services, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has no duty to verify such instructions with Customer; and (iii) it will not use the Services for any fraudulent or unlawful purposes, not allow others to do so.

  • Lender Representations Each Lender represents and warrants, as of the date it became a Lender party hereto, and covenants, from the date it became a Lender party hereto to the date it ceases being a Lender party hereto, for the benefit of, Agent and not, for the avoidance of doubt, to or for the benefit of Obligors, that at least one of the following is and will be true: (a) Lender is not using “plan assets” (within the meaning of ERISA Section 3(42) or otherwise) of one or more Benefit Plans with respect to Lender’s entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments or Loan Documents; (b) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to Lender’s entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Loan Documents; (c) (i) Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (ii) such Qualified Professional Asset Manager made the investment decision on behalf of Lender to enter into, participate in, administer and perform the Loans, Letters of Credit, Commitments and Loan Documents, (iii) the entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Loan Documents satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and (iv) to the best knowledge of Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to Lender’s entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Loan Documents; or (d) such other representation, warranty and covenant as may be agreed in writing between Agent, in its discretion, and ▇▇▇▇▇▇.

  • Buyer Representations Buyer represents and warrants to Seller as follows: