Bank Representations and Warranties. The Bank hereby represents ----------------------------------- and warrants to the Company that the representations and warranties of the Bank set forth in Section 3 of the Purchase Agreement, are true and correct as of the date hereof and will be true and correct as of the Closing.
Bank Representations and Warranties. Bank represents and warrants to Customer as follows:
Bank Representations and Warranties. (a) The Bank makes the following representations and warranties to the Purchaser as of the date of this Agreement and the Closing Date, on which the Purchaser relies in entering into this Agreement and accepting the Receivables:
Bank Representations and Warranties. Bank represents and warrants the following, on an ongoing basis, throughout the Term hereof, that with respect to each Program:
(a) Bank has agreements with each Bank Client hereunder to permit it to provide Cards and the Services contemplated hereunder to Bank Client and Bank Client customers. Bank has the license, right and permission to use any Intellectual Property of Bank Client used by Bank or Servicer in connection with any Program, and Bank has the right to grant Servicer the rights to use such Intellectual Property to the extent expressly granted in this Agreement; and
(b) Bank is either the owner of, or has the license, right and permission to use the Bank Intellectual Property used in connection with any Program, and Bank has the right to grant Servicer the rights to use such Bank Intellectual Property to the extent expressly granted in this Agreement;
Bank Representations and Warranties. (a) The Bank makes the following representations and warranties to the Master Servicer as of the date of this Agreement, on which the Master Servicer relies in entering into this Agreement:
Bank Representations and Warranties. Bank hereby warrants and represents to Program Manager as follows:
(a) Bank is a federally—insured financial institution validly existing, in good standing and authorized to perform all activities contemplated by this Agreement.
(b) Bank has the full power and authority to execute and deliver this Agreement and to perform all its obligations under this Agreement. The provisions of this Agreement and the performance by Bank of its obligations under this Agreement are not in conflict with the Banks charter, bylaws or any other organizational document, agreement, contract, lease or obligation to which Bank is a party or by which it is bound.
(c) Except as otherwise disclosed, neither Bank nor any principal of Bank has been subject to the following:
(i) Criminal conviction (except minor traffic offenses and other xxxxx offenses);
(ii) Any unpaid Federal or state tax lien;
(iii) Administrative or enforcement proceedings commenced by the Securities and Exchange Commission, any state securities regulatory authority, Federal Trade commission, federal or state bank regulator, or any other state or federal regulatory agency; or
(iv) Restraining order, decree, injunction, or judgment in any proceeding or lawsuit, alleging fraud or deceptive practice on the part of Program Manager or any principal thereof. For purposes of this subparagraph, the word “principal” shall include (x) any person directly or indirectly owning ten percent (10%) or more of Bank, (y) any officer or director of the Bank, or (z) any person actively participating in the control of Bank’s business. *** Confidential Treatment Requested
Bank Representations and Warranties. Bank hereby warrants and represents to Program Manager as follows:
(a) Bank is a federally—insured financial institution validly existing, in good standing and authorized to perform all activities contemplated by this Agreement.
(b) Bank has the full power and authority to execute and deliver this Agreement and to perform all its obligations under this Agreement. The provisions of this Agreement and the performance by Bank of its obligations under this Agreement are not in conflict with the Banks charter, bylaws or any other organizational document, agreement, contract, lease or obligation to which Bank is a party or by *** Confidential Treatment Requested which it is bound.
(c) Except as otherwise disclosed, neither Bank nor any principal of Bank has been subject to the following:
(i) Criminal conviction (except minor traffic offenses and other xxxxx offenses);
(ii) Any unpaid Federal or state tax lien;
(iii) Administrative or enforcement proceedings commenced by the Securities and Exchange Commission, any state securities regulatory authority, Federal Trade commission, federal or state bank regulator, or any other state or federal regulatory agency; or
(iv) Restraining order, decree, injunction, or judgment in any proceeding or lawsuit, alleging fraud or deceptive practice on the part of Program Manager or any principal thereof. For purposes of this subparagraph, the word “principal” shall include (x) any person directly or indirectly owning ten percent (10%) or more of Bank, (y) any officer or director of the Bank, or (z) any person actively participating in the control of Bank’s business.
Bank Representations and Warranties. The Bank represents and warrants:
(a) The Bank is a duly organized and validly existing banking corporation in good standing under the laws of the State of Alabama and qualified to do business under the laws of the State of Texas.
(b) The Bank has not sold or participated in the Loans or with respect to the Equipment.
(c) The Bank owns the Loans free and clear of all liens, security interests and other encumbrances.
(d) The Bank has full power and authority to exercise its rights and remedies as a secured party under the Security Agreements and under this Agreement, and to consummate the transaction on its part herein contemplated.
(e) Upon the delivery of the Xxxx of Sale, the Bank shall have no further interest in the Equipment.
Bank Representations and Warranties. The Bank represents and warrants that: (i) the Bank has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery and performance of this Agreement by the Bank will not violate any provision of its charter, bylaws or any other governing documents, or any law, statute, rule, exemption or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Bank; (iii) the Bank has obtained all necessary authorizations including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Bank is a party or which is otherwise known to the Bank; (v) all persons executing this Agreement on behalf of the Bank and carrying out the transactions contemplated hereby on behalf of the Bank are duly authorized to do so; and (vi) all recitals contained herein are true and correct in all respects.
Bank Representations and Warranties. Bank represents and warrants to Customer that: (a) Bank is duly organized, validly existing, and in good standing in the jurisdiction in which Bank is organized; (b) the execution, delivery and performance by Bank of this Agreement has been authorized by all necessary corporate and governmental action; (c) the person(s) signing this Agreement is duly authorized to do so; (d) this Agreement represents Bank’s legal, valid and binding obligation; and
