Representations of Lender and ▇.▇ Clause Samples

Representations of Lender and ▇.▇. ▇▇▇▇▇▇ (a) Lender represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to enter into and perform its obligations under this Agreement, and to incur overdrafts as contemplated by this Agreement, and ▇▇▇▇▇ ▇ ▇▇▇▇ over assets as contemplated by Section 5.3; (ii) assuming execution and delivery of this Agreement by ▇.▇. ▇▇▇▇▇▇, this Agreement is Lender’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by ▇.▇. ▇▇▇▇▇▇ or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of ▇.▇. ▇▇▇▇▇▇; (iv) it is a resident of the United States and shall notify ▇.▇. ▇▇▇▇▇▇ of any changes in residency; (v) its execution, delivery, and performance of this Agreement shall at all times comply with Applicable Law, (vi) each Loan shall be, legally and validly entered into, and does not and shall not violate Applicable Law or judgment binding on Lender, or any provision of Lender’s charter or by-laws, or any agreement binding on Lender or affecting its property; (vii) it is lending Securities as principal and shall not, unless Lender has notified ▇.▇. ▇▇▇▇▇▇ that it is limiting or suspending lending authority for such Securities in accordance with Section 2.2(a), transfer, assign or encumber its interest in, or rights with respect to, any Securities available for Loan under this Agreement; (viii) it is the beneficial owner of all Securities or otherwise has the right to lend Securities; (ix) it is entitled to receive all Distributions on Securities eligible for lending under this Agreement; (x) it is a “qualified investor”within the meaning of Section 3(a)(54) of the Securities Exchange Act of 1934, as amended; and (xi) the representations and warranties to be given by ▇.▇. ▇▇▇▇▇▇ on Lender’s behalf as set out in the MSLAs are true and will continue to be true at all times until termination of ▇.▇. ▇▇▇▇▇▇’▇ authority to act as Lender’s agent as provided in this Agreement. Lender shall promptly identify to ▇.▇. ▇▇▇▇▇▇ by notice, which notice may be oral, any Securities that are no longer subject to the foregoing representations and if any representations and warranties as are set out in the MSLA cease to be true at any time.
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Related to Representations of Lender and ▇.▇

  • Representations of Lenders Each Lender initially party to this Agreement hereby represents, and each Person that becomes a Lender pursuant to an assignment permitted by this Section will, upon its becoming party to this Agreement, represents that it is a commercial lender, other financial institution or other “accredited” investor (as defined in SEC Regulation D) that makes or acquires loans in the ordinary course of its business and that it will make or acquire Loans for its own account in the ordinary course of such business; provided, however, that subject to the preceding Sections 11.06(b) and (c), the disposition of any promissory notes or other evidences of or interests in Indebtedness held by such Lender shall at all times be within its exclusive control.

  • Representations and Warranties of Lenders Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments or Loans, as the case may be, represents and warrants as of the Closing Date or as of the effective date of the applicable Assignment and Assumption that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments, loans or investments such as the Commitments and Loans; and (iii) it will make or invest in its Commitments and Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments and Loans within the meaning of the Securities Act or the Exchange Act, or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments and Loans or any interests therein shall at all times remain within its exclusive control).

  • Representations and Warranties of Lender Lender hereby represents and warrants to Borrower as follows:

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations of GFS GFS represents and warrants to the Trust that: (i) it is a limited liability company duly organized and existing and in good standing under the laws of the State of Nebraska; (ii) it is empowered under applicable laws and by its organizational documents to enter into this Agreement and perform its duties under this Agreement; (iii) it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and (iv) it is registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934 and shall continue to be registered throughout the remainder of this Agreement.