Representations and Warranties of the Initial Purchaser Clause Samples
The 'Representations and Warranties of the Initial Purchaser' clause sets out the specific statements and assurances that the initial purchaser makes to the other party in a transaction. These may include confirmations about the purchaser’s authority to enter into the agreement, its financial capacity, compliance with laws, and that it is not relying on undisclosed information. By requiring the initial purchaser to make these representations and warranties, the clause helps allocate risk and ensures that the seller can rely on the purchaser’s stated qualifications and intentions, thereby reducing the likelihood of disputes arising from misunderstandings or misrepresentations.
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants to, and agrees with, the Company that:
(a) The Initial Purchaser is either a QIB or an Accredited Institution with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Series A Notes.
(b) The Initial Purchaser (i) is not acquiring the Series A Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Series A Notes in a transaction that would violate the Act or the securities laws of any State of the United States or any other applicable jurisdiction and (ii) will be reoffering and reselling the Series A Notes only to QIBs in reliance on the exemption from the registration requirements of the Act provided by Rule 144A and to a limited number of Accredited Institutions that execute and deliver a letter containing certain representations and agreements in the form attached as Annex A to the Offering Circular.
(c) The Initial Purchaser agrees that no form of general solicitation or general advertising (within the meaning of Regulation D under the Act) has been or will be used by the Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Series A Notes pursuant hereto, including, but not limited to, articles, notices or other communications published in any newspaper, magazine or similar medium, or broadcast over television or radio, or transmitted over the internet, or communicated in any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
(d) The Initial Purchaser agrees that, in connection with Exempt Resales, it will solicit offers to buy the Series A Notes only from, and will offer to sell the Series A Notes only to, Eligible Purchasers. The Initial Purchaser further agrees that it will offer to sell the Series A Notes only to, and will solicit offers to buy the Series A Notes only from (i) Eligible Purchasers that the Initial Purchaser reasonably believes are QIBs and (ii) Accredited Institutions who make the representations contained in, and execute and return to the Initial Purchaser, a certificate in the form of Annex A attached to the Offering Circular, in each case, that agree that (A) the Series A Notes purchased by them may be resold, pledged or otherwise transferred within the time period referred to under Rule 144(k) (taking into account the provisions of Rule ...
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that:
(a) It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the terms and conditions set forth in this Agreement and in the Final Offering Circular.
(b) It is not acquiring the Notes with a view to any distribution thereof that would violate the Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by the Initial Purchaser to be QIBs or (B) persons reasonably believed by the Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by the Initial Purchaser to be a purchaser referred to in Regulation S under the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Final Offering Circular.
(c) No form of general solicitation or general advertising in violation of the Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act or, with respect to Notes to be sold in reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes.
(d) The Initial Purchaser will deliver to each Subsequent Purchaser of the Notes, in connection with its original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that:
Representations and Warranties of the Initial Purchaser. The Initial Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):
Representations and Warranties of the Initial Purchaser. As of the date hereof, the Initial Purchaser, represents and warrants to the Issuers and the Subsidiary Guarantors that:
Representations and Warranties of the Initial Purchaser. The Initial Purchaser hereby represents and warrants that (a) this Agreement (i) has been duly executed and delivered by the Initial Purchaser and (ii) constitutes the Initial Purchaser's legal, valid and binding obligation, enforceable against the Initial Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, and (b) the execution, delivery and performance of this Agreement do not violate any applicable law or any agreement to which the Initial Purchaser is a party or by which its properties are bound.
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants that:
(a) Initial Purchaser Status, Resale Terms. It is a QIB as defined in Rule 144A under the Securities Act and it will offer the Notes for resale only upon the terms and conditions set forth in this Agreement and in the Time of Sale Document and the Final Offering Memorandum.
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants to and agrees with the Company as of the date hereof and as of the Closing Date as follows:
(a) Organization of the Initial Purchaser. The Initial Purchaser has been incorporated and is validly existing as a limited liability company in good standing under the laws of Delaware.
Representations and Warranties of the Initial Purchaser. The Initial Purchaser proposes to offer the Notes for sale upon the terms and conditions set forth in this Agreement and the Final Memorandum, and the Initial Purchaser hereby represents and warrants to and agrees with the Company that:
(a) It will offer and sell the Notes only to persons whom it reasonably believes are "qualified institutional buyers" ("QIBS") within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A and that, in purchasing such Notes, are deemed to have represented and agreed as provided in the Final Memorandum under the caption "Notice to Investors";
(b) It is a QIB within the meaning of Rule 144A;
(c) It has not and will not, directly or indirectly, solicit offers for, or offer or sell, the Notes by any form of general solicitation, general advertising (as such terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and
(d) With respect to offers and sales outside the United States:
(i) It understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes, or possession or distribution of either Memorandum or any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required; and
(ii) It will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Notes or has in its possession or distributes either Memorandum or any such other material, in all cases at its own expense.
(iii) The Notes have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A or pursuant to another exemption from the registration requirements of the Securities Act.
Representations and Warranties of the Initial Purchaser. The Initial Purchaser represents and warrants to the Seller that:
(a) it is a corporation duly incorporated under Dutch law, is not subject to any legal proceedings for an Insolvency Event and has not filed an application for a bankruptcy;
(b) it is licensed to act as a credit institution in France in accordance with the Directive 2000/12/EC of the European Parliament and of the Council and therefore is fully entitled to purchase the Receivables pursuant to the terms hereof;
(c) its execution, delivery and performance of this Agreement and the transactions contemplated hereby are within its corporate powers and have been duly authorised by all necessary corporate action;
(d) this Agreement does not violate any contractual or other obligation binding upon the Initial Purchaser;
(e) there is no floating charge in existence on the business of the Initial Purchaser;
(f) upon any resale of a Sold Receivable the Banks will realise a gross profit on such resale of the Sold Receivables;
(g) that the Banks are tax residents of the Netherlands for the purposes of the France-Netherlands Double Tax Treaty of 16 March 1973; and
(h) that each Bank is an entrepreneur for Dutch VAT purposes and has a Dutch VAT registration number.