Use and Reliance Sample Clauses

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Use and Reliance. This opinion is provided at your request and solely to you for use in connection with your current transactions with the Parent Company. This opinion may not be relied upon or used by any other person or for any other purpose, nor may it be exhibited, quoted from or referred to, or copies delivered to any other person, without our prior written consent.
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Use and Reliance. This opinion is provided at your request and solely to you for use in connection with the Offering. This opinion may not be relied upon or used by any other person or for any other purpose, nor may it be exhibited, quoted from or referred to, or copies delivered to any other person, without our prior written consent. Very truly yours, L▇▇▇, Forward, H▇▇▇▇▇▇▇ & Scripps LLP LFHS/KLK
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Use and Reliance. This opinion is issued solely as an accommodation to our client (i.e.,AHFC), and does not create an attorney-client relationship between this firm and any other person, including but not limited to the addressees. This opinion is provided at AHFC’s request, and solely to you and each Bank (as defined in the Credit Agreement) from time to time becoming a party to the Credit Agreement, for use in connection with the transactions contemplated by the Credit Documents. This opinion may not be relied upon or used by any other person or for any other purpose, nor may it be exhibited, quoted from or referred to, or copies delivered to any other person, without our prior written consent. Very truly yours, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, A Professional Corporation [Mori Hamada & Matsumoto Letterhead] To: The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, and the Banks party to the Credit Agreements (as defined below) Ladies and Gentlemen: We refer to (i) the $3,500,000,000 Five-Year Credit Agreement and (ii) the $3,500,000,000 364-Day Credit Agreement, each dated as of March 7, 2014 to be entered into by American Honda Finance Corporation (“AHFC”), as borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, and the other Banks party thereto (the “Credit Agreements”). Pursuant to Section 7.1(g) of each Credit Agreement, we have been requested by AHFC to deliver a legal opinion addressed to the Administrative Agent and the Banks on certain legal matters relating to that certain keepwell agreement dated September 9, 2005 (the “Keep Well Agreement”) entered into between Honda Motor Co., Ltd. (“HMC”) and AHFC. We have acted as Japanese legal counsel for HMC in connection with the Keep Well Agreement. In connection therewith, we have examined the following:: (1) copy of the Keep Well Agreement; (2) certified copies of the Articles of Incorporation and the Regulations of the Board of Directors of HMC; (3) a certified copy of the official certificate of all matters recorded in the Commercial Register (genzai jikou zembu shoumeisho) of HMC; and (4) a certified extract copy of the minutes of the meeting of the Board of Directors of HMC held on July 27, 2005 authorizing the execution of the Keep Well Agreement. The documents set forth above are hereinafter referred to as “Relevant Documents”. Unless otherwise defined herein, or unless the context otherwise requires, all terms used herein shall have the meanings defined in the Credit Agreements. W...
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Use and Reliance. This opinion is provided at AHFC’s request, solely to you and each Bank (as defined in the Credit Agreement) from time to time becoming a party to the Credit Agreement, for use in connection with the transactions contemplated by the Credit Documents. This opinion may not be relied upon or used by any other person or for any other purpose, nor may it be exhibited, quoted from or referred to, or copies delivered to any other person, without our prior written consent. Very truly yours, ▇▇▇▇, FORWARD, ▇▇▇▇▇▇▇▇ & SCRIPPS LLP
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Related to Use and Reliance

  • Authorization and Reliance GMAC understands that a copy of this Limited Guaranty shall be delivered to the Trustee in connection with the execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the Company and the Trustee to rely on the covenants and agreements set forth herein.

  • Disclaimer of Reliance Except for the specific representations expressly made by the Company in this Agreement, Executive specifically disclaims that Executive is relying upon or has relied upon any communications, promises, statements, inducements, or representation(s) that may have been made, oral or written, regarding the subject matter of this Agreement. Executive represents that Executive relied solely and only on Executive’s own judgment in making the decision to enter into this Agreement.

  • Non-Reliance It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

  • Reliance on and Survival of Various Provisions All covenants, agreements, statements, representations and warranties made by the Borrower herein or in any certificate delivered pursuant hereto shall (a) be deemed to have been relied upon by the Administrative Agent and each of the Lenders notwithstanding any investigation heretofore or hereafter made by them and (b) survive the execution and delivery of this Agreement and shall continue in full force and effect so long as any Loans are outstanding and unpaid. Any right to indemnification hereunder, including, without limitation, rights pursuant to Sections 2.9, 2.11, 10.3, 11.2 and 11.5 hereof, shall survive the termination of this Agreement and the payment and performance of all Obligations.

  • Non-Reliance and Exculpation The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties of ListCo expressly contained in Section 5 and ARYA expressly contained in Section 6 of this Subscription Agreement, in making its investment or decision to invest in ListCo. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities (including the investor’s respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agent, its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing, or (iii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the PIPE Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by ListCo, ARYA, the Company, the Placement Agent or any Non-Party Affiliate concerning ListCo, ARYA, the Company, the Placement Agent, any of its respective controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of ListCo, ARYA, the Company, the Placement Agent or any of ListCo’s, ARYA’s, the Company’s or the Placement Agent’s respective controlled affiliates or any family member of the foregoing.