Risk Retention Rules Clause Samples

The Risk Retention Rules clause defines which party is responsible for bearing certain risks associated with a contract or transaction. Typically, it specifies that one party will retain the risk of loss or damage to goods, property, or investments until a particular event occurs, such as delivery or transfer of ownership. For example, in a sales agreement, the seller may retain the risk until the goods are delivered to the buyer. This clause is essential for clarifying responsibility and allocating risk, thereby preventing disputes over liability if loss or damage occurs before the agreed-upon transfer point.
Risk Retention Rules. Notwithstanding the foregoing, the Issuer may sell a limited portion of the Securities to, or for the account or benefit of, Risk Retention U.S. Persons under the certain foreign-foreign transactions safe harbor in the U.S. Risk Retention Rules. The U.S. Risk Retention Rules generally require the "securitizer" of a "securitization transaction" to retain at least 5% of the "credit risk" of "securitized assets", as such terms are defined for purposes of U.S. Risk Retention Rules, and generally prohibit a securitizer from directly or indirectly eliminating or reducing its credit exposure by hedging or otherwise transferring the credit risk that the securitizer is required to retain. The U.S. Risk Retention Rules also provide for certain exemptions from the risk retention obligations. The issuance of the Securities will not involve retention by a securitizer as contemplated by the U.S. Risk Retention Rules, but instead will be made in reliance on a safe harbor exemption in the U.S. Risk Retention Rules for certain foreign-related transactions. To qualify for the "foreign-related transaction" exemption, non-U.S. transactions must meet certain requirements, including that (1) the transaction is not required to be and is not registered under the Securities Act; (2) no more than 10% of the securities issued in the securitization transaction are sold or transferred to, or for the account or benefit of, U.S. persons (as defined in the U.S. Risk Retention Rules and referred to in this Offering Circular as "Risk Retention U.S. Persons"); (3) neither the sponsor nor the issuer of the securitization transaction is (i) organized under the laws of the United States or any state or other jurisdiction in the United States or (ii) is an unincorporated branch or office (wherever located) of an entity organized under the laws of the United States or any state or other jurisdiction in the United States or (iii) is an unincorporated branch or office located in the United States of a non-U.S. entity; and (4) no more than 25% of the underlying collateral was acquired from a majority-owned affiliate or branch of the sponsor or issuer organized or located in the United States. It is not certain whether the "certain foreign-related transaction" exemption from the U.S. Risk Retention Rules will be available. Failure of the offering to comply with the U.S. Risk Retention Rules (regardless of the reason for the failure to comply) could give rise to regulatory action, which may adversely...
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Risk Retention Rules. VWFS and the Issuer agree and acknowledge that the Notes sold on the Closing Date may not be purchased by any person except for persons that are not “U.S. persons” as defined in the U.S. Risk Retention Rules (“Risk Retention U.S. Persons”). Whilst the definition of “U.S. person” in the U.S. Risk Retention Rules is substantially similar to the definition of “U.S. person” in Regulation S, the definitions are not identical and persons who are not “U.S. persons” under Regulation S may be “U.S. persons” under the U.S. Risk Retention Rules.. Each Purchaser of Notes, including beneficial interests therein will be deemed, and in certain circumstances will be required, to have made certain representations and agreements, including that it (1) is not a Risk Retention U.S. Person
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Risk Retention Rules. Each holder of a Note or a beneficial interest therein acquired in the initial syndication of the Notes, by its acquisition of a Note or a beneficial interest in a Note, will be required to represent and warrant to the Issuer, the Seller, the Joint Lead Managers and the Arranger that it (a) either (i) is not a Risk Retention U.S. Person or (ii) has obtained a U.S. Risk Retention Consent, (b) is acquiring such Note or a beneficial interest therein for its own account and not with a view to distribute such Note and (c) is not acquiring such Note or a beneficial interest therein as part of a scheme to evade the requirements of the U.S. Risk Retention Rules (including acquiring such Note through a non-Risk Retention U.S. Person, rather than a Risk Retention U.S. Person, as part of a scheme to evade the 10 per cent. Risk Retention
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Risk Retention Rules. The determination of the proper characterisation of potential investors for such restriction or for determining the availability of the exemption provided for in Section 20 of the U.S. Risk Retention Rules is solely the responsibility of the Seller, and neither the Arranger nor the Joint Lead Managers or any person who controls them or any of their directors, officers, employees, agents or affiliates will have any responsibility for determining the proper characterisation of potential investors for such restriction or for determining the availability of the exemption provided for in Section 20 of the U.S. Risk Retention Rules, and neither the Arranger nor the Joint Lead Managers or any person who controls them or any of their directors, officers, employees, agents or affiliates accepts any liability or responsibility whatsoever for any such determination or characterisation." Final Rules promulgated under Section 15(G) of the U.S. Securities Exchange Act of 1934
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Risk Retention Rules. None of the execution and delivery of the Loan Documents, the performance thereunder gives rise to a violation of U.S. Risk Retention Rules. Notwithstanding anything herein or in any other Loan Document to the contrary, any reference in this Agreement, any Loan Document or any certificate, instrument or other document delivered in connection with any Loan Document to any of the foregoing representations and warranties shall be deemed to exclude and be qualified by any applicable information that shall have been publicly disclosed by the Company in public filings (on behalf of itself and/or any of its Subsidiaries) at least three (3) Business Days prior to the Closing Date (and for the avoidance of doubt no such representation and/or warranty shall be interpreted to be untrue as a result of any such publicly disclosed information).
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Risk Retention Rules. None of the execution and delivery of the Loan Documents, the performance thereunder gives rise to a violation of U.S. Risk Retention Rules.
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Risk Retention Rules. 48 ARTICLE IV CONDITIONS ....................................................................................................................................48 Section 4.01 Conditions to Effectiveness ...............................................................................................48 - ii - Section 4.02 Conditions to the DIP Interim Funding Date.....................................................................50 Section 4.03 Conditions to DIP Final Funding Date ..............................................................................51
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Related to Risk Retention Rules

  • Allocation Rules In determining the Distributor's 12b-1 Share in respect of a particular Portfolio: (a) There shall be allocated to the Distributor and each Other Distributor all Commission Shares of such Portfolio which were sold while such Distributor or such Other Distributor, as the case may be, was the exclusive distributor for the Shares of the Portfolio, determined in accordance with the transfer records maintained for such Portfolio.

  • Other Allocation Rules (a) The Members are aware of the income tax consequences of the allocations made by this Article V and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article V in reporting their share of Company income and loss for income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 4.5 and the allocations set forth in Sections 5.1, 5.2 and 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines, in its sole discretion, that the application of the provisions in Section 4.5, 5.1, 5.2 or 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee in accordance with a method determined by the Managing Member and permissible under Code Section 706 and the Treasury Regulations thereunder. (d) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member. (e) The Managing Member shall amend this Article V from time to time to reflect the allocation of Profit and Loss in connection with priority distributions on any preferred units or other Equity Securities that may be issued by the Company (other than Units). (f) The Managing Member may amend or interpret the provisions of this Article V as, in the Managing Member’s reasonable discretion, may be necessary or appropriate to comply with the applicable Treasury Regulations or other legal requirements and to properly reflect the economic intent of this Agreement.

  • Arbitration Rules (a) The arbitration shall be conducted in accordance with this Employment Agreement, using as appropriate the AAA Employment Dispute Resolution Rules in effect on the date hereof. The arbitrator shall not be bound by the rules of evidence or of civil procedure, but rather may consider such writings and oral presentations as reasonable business people would use in the conduct of their day-to-day affairs, and may require both Parties to submit some or all of their respective cases by written declaration or such other manner of presentation as the arbitrator may determine to be appropriate. The Parties agree to limit live testimony and cross-examination to the extent necessary to ensure a fair hearing on material issues. (b) The arbitrator shall take such steps as may be necessary to hold a private hearing within 120 days of the initial request for arbitration and to conclude the hearing within two days; and the arbitrator’s written decision shall be made not later than 14 calendar days after the hearing. The Parties agree that they have included these time limits in order to expedite the proceeding, but they are not jurisdictional, and the arbitrator may for good cause allow reasonable extensions or delays, which shall not affect the validity of the award. Both written discovery and depositions shall be allowed. The extent of such discovery will be determined by the Parties and any disagreements concerning the scope and extent of discovery shall be resolved by the arbitrator. The written decision shall contain a brief statement of the claim(s) determined and the award made on each claim. In making the decision and award, the arbitrator shall apply applicable substantive law. The arbitrator may award injunctive relief or any other remedy available from a judge, including consolidation of this arbitration with any other involving common issues of law or fact which may promote judicial economy, and may award attorneys’ fees and costs to the prevailing Party, but shall not have the power to award punitive or exemplary damages. The Parties specifically state that the agreement to limit damages was agreed to by the Parties after negotiations.

  • Special Allocation Rules Notwithstanding any other provision of the Agreement or this Exhibit C, the following special allocations shall be made in the following order:

  • Regulation RR Risk Retention Ford Credit, as Sponsor, and the Depositor agree that (i) Ford Credit will cause the Depositor to, and the Depositor will, retain the Residual Interest on the Closing Date and (ii) Ford Credit will not permit the Depositor to, and the Depositor will not, sell, transfer, finance or hedge the Residual Interest except as permitted by Regulation RR.