Bank Representations Sample Clauses

Bank Representations. The Bank represents and warrants as follows:

Bank Representations. (a) Each Bank (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers or their respective Affiliates or any other party hereto, that at least one of the following is and will be true: (i) such Bank is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Bank’s entrance into, participation in, administration of and performance of the Borrowings, the Letters of Credit, the Commitments or this Agreement, (ii) 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 such Bank’s entrance into, participation in, administration of and performance of the Borrowings, the Letters of Credit, the Commitments and this Agreement, ​ ​ ​ (iii) (A) such Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Bank to enter into, participate in, administer and perform the Borrowings, the Letters of Credit the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Borrowings, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Bank’s entrance into, participation in, administration of and performance of the Borrowings, the Letters of Credit the Commitments and this Agreement, or (iv) such other r...

Bank Representations. The Stockholders have reviewed the most recent draft of Section 3 of the Credit Agreement (the "Credit Agreement"), dated as of the date hereof, among Buyer, CECO Filters, Inc., Air Purator Corporation, New ▇▇▇▇▇ Co, Inc., U.S. Facilities Management Company, Inc. KBM and KTI, the several banks and other financial institutions party to such agreement and PNC Bank, National Association, as agent, and upon execution of the Credit Agreement by KBM and KTI, except with respect to Section 3.10(c) of the Credit Agreement, the representations and warranties in Section 3 of such Credit Agreement, solely as they apply to KBM and KTI, shall be true and correct to the best knowledge of the Stockholders. With respect to Section 3.10(c), the Stockholders acknowledge that there would be withdrawal liability if KBM or KTI were to completely withdraw from one or more of the Multi-Employer Plans, but that the Stockholders have no actual knowledge that any such withdrawal liability, either individually, or in the aggregate, would cause a Material Adverse Effect, as such term is defined in the Credit Agreement.

Bank Representations. Each Bank represents to the Agent on the date of issue of each Letter of Credit that: 25.21.1 the execution and delivery of each Letter of Credit by the Agent on the Bank's behalf has been duly authorised by all necessary action on the part of the Bank; 25.21.2 the obligations of the Bank under each Letter of Credit constitute its legal, valid and binding obligations; and 25.21.3 it has not participated in such Letter of Credit on the basis that the collateral securing the repayment of any amounts payable by it under the Letter of Credit comprises directly or indirectly a security interest over a Principal Private Residence.

Bank Representations. The Bank hereby represents and warrants to the Issuer on the date hereof:

Bank Representations. (a) The Bank agrees to use its best efforts to ensure that all credit decisions necessary with respect to SBA loans are made within fourteen (14) business days of the credit department's receipt of all items necessary for such department to make its credit decision. The parties understand and agree that isolated or intermittent failures by the Bank to meet this schedule shall not constitute a breach of this Agreement by the Bank. (b) The Bank shall promote SBA loans at such times and on such schedule as may be deemed most appropriate by the Bank. Notwithstanding the foregoing, the Bank hereby agrees to allocate $50,000 for SBA loan promotion in the calendar year 2000.

Bank Representations. The Bank covenants, represents, and warrants to MFC as follows: (a) The Bank is an industrial bank duly organized, validly existing, and in good standing under the laws of the State of Utah and has: (i) all necessary licenses, authorizations, registrations, and approvals, and (ii) full power and authority to carry out its business as it is presently being conducted and as required in order to consummate the transactions contemplated by this Agreement. (b) The Bank has the corporate power to enter into this Agreement and to perform its obligations under this Agreement, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action of the Bank, and constitute the legal, valid, and enforceable actions of the Bank. (c) All activities of the Bank and all documents supplied by or used by the Bank pursuant to this Agreement will comply, at all times and in all respects, with all applicable federal, state, and local laws and regulations.

Bank Representations. The Bank hereby represents to the City as follows: (a) The Bank is in good standing under the laws of the State and is duly qualified to do business in the State. The Bank has the power to enter into this Agreement and by all necessary corporate action has duly authorized the execution and delivery of this Agreement. This Agreement is the valid and binding obligation of the Bank enforceable in accordance with its terms. (b) As of November 1, 2010, the Bank owns ▇▇▇▇▇ ▇▇, ▇▇, 2, 3, 5 and 6 of the Bank Project together with general and limited common elements as more particularly provided in the Declaration of Condominium recorded with respect to the Bank Project in the records of the Clerk and Recorder of Missoula County, Montana. (c) Condominium declarations have been recorded for the Project. (d) The Bank has informed the City that it has requested an adjustment of the market value and taxable value of its property. Pending resolution of the request, the Bank has proposed the City use annual tax payments of not less than $259,000 attributed to the Bank Project in calculating the amount of Tax Increment generated by the Bank Project. (e) Using $259,000 as the taxes attributable to the Bank Project, the City in consultation with ▇▇▇▇▇▇▇▇▇▇, Inc., has made the following calculations with respect to values: the total market value, the taxable market value, and the taxable value of the Bank Project as of January 1, 2010 are $14,546,721, $12,233,792, and $344,993, respectively, that the Bank understands these numbers will be used to determine the incremental taxable value of the Bank Project.

Bank Representations. The Bank hereby represents and warrants to, and agrees with Purchaser, as follows: