Bank's Representations, Warranties and Covenants Sample Clauses

Bank's Representations, Warranties and Covenants. To induce EFS to establish the Program, Bank makes the following representations, warranties and covenants to EFS, each and all of which shall survive the execution and delivery of this Agreement, and each and all of which shall be deemed to be restated and remade with the same force and effect on each day of the Term, except as otherwise stated.
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Bank's Representations, Warranties and Covenants a. The Bank hereby represents and warrants that (1) The Bank is a federally insured depository institution regulated by __________________________________; (2) The Bank is a “bank” as defined in § 9-102(a)(8) of the Uniform Commercial Code (“UCC”), that is “an organization that is engaged in the business of banking”; (3) The Deposit Accounts have been established by the Premier CDC and are entitled “[_________________________________] Loan Loss Reserve Fund Deposit Account, SBA as secured party”; (4) Attached as Exhibit A is a complete and correct copy of the agreement(s) between the Bank and Premier CDC governing the Deposit Accounts, if any (including all amendments, modifications and supplements thereto), and, except for the attached agreement and this Agreement, there are no oral or written agreements relating to the Deposit Accounts between the Bank (or any affiliate of the Bank) and the Premier CDC (or any affiliate of the Premier CDC) or any other person or entity; (5) Except for the claims and interests of SBA and the Premier CDC in the Deposit Accounts and any claim of the Bank for payment of its customary fees permitted pursuant to this Agreement, after due inquiry, the Bank has no knowledge of any lien on or adverse claim to the Deposit Accounts; (6) The Bank has the power and authority to execute, deliver and perform this Agreement; (7) The Bank has taken all necessary action to authorize the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement; and (8) This Agreement is the Bank’s valid and legally binding obligation, enforceable against the Bank in accordance with its terms. b. The Bank covenants that (1) Upon request by SBA the Bank will state whether the Bank is then “well-capitalized” as determined under the regulations of the Federal Deposit Insurance Corporation (“FDIC”); (2) The only property that will be credited to the Deposit Accounts will be funds, other than instruments, which are eligible for federal deposit insurance; (3) The Bank will not issue any instruments in connection with the Deposit Accounts; (4) Upon request by the Premier CDC or SBA, the Bank will state whether the aggregate amount of all the Premier CDC’s funds on deposit with the Bank which are eligible for federal deposit insurance (including certificates of deposit and funds in deposit accounts other than the Deposit Accounts which are part of the LLRF) is more than the maximum amount eligible for federal deposit ...
Sample 1
Bank's Representations, Warranties and Covenants. Each Bank hereby represents, warrants and covenants to the other Banks, solely for their benefit, that such Bank: (a) has the power and authority to execute, deliver and perform, and has duly authorized the execution, delivery and performance, of this Agreement and the other Loan Instruments to which it is a party, and will not restrict or otherwise impair that power, authority or authorization; (b) is a sophisticated and knowledgeable institution, both generally and with respect to transactions of this type; (c) has received, (i) copies of this Agreement, the Notes and such other Loan Instruments as such Bank deemed necessary or prudent, and (ii) such financial and other information from the Borrowers relating to the Borrowers and each guarantor, surety or pledgor (if any) as it deemed necessary or prudent, has had an opportunity to review and evaluate, and in fact has independently reviewed and evaluated such documents and information, and will continue to independently review and evaluate such of the foregoing as it deems necessary or prudent, all in order to make its own credit determination and other decisions; (d) has made, and will continue to make that independent review, evaluation and credit determination and other decisions under this Agreement and the other Loan Instruments (i) without any reliance upon any oral or written representation, warranty, advice or analysis of any kind whatsoever from the Administrative Agent or any other person (other than the Borrowers), however obtained, and (ii) without any regard to any decision or adverse circumstance or change respecting any other banking, trust, lending or other relationship that it may have with any Borrower or any of their respective affiliates; (e) has made its loans and acquired its interests, and will continue to make its loans and hold its interests, under this Agreement and the other Loan Instruments for its own account; (f) has no present intent to, and will not at any time in whole or in part, sell, convey, assign, transfer, further participate or otherwise dispose of those loans or interests or any part thereof, other than assignments and participations expressly permitted by Section 10.13 hereof, and (g) has executed and delivered this Agreement and the other Loan Instruments to which it is a party, has made its loans, acquired its interests and made its commitments and other agreements under this Agreement and the other Loan Instruments, and will continue to hold those interests an...
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Bank's Representations, Warranties and Covenants. Bank represents, warrants and covenants to NTS that:
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Related to Bank's Representations, Warranties and Covenants

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Company Representations, Warranties and Covenants The Company hereby represents, warrants and agrees as follows:

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Buyer’s Representations, Warranties and Covenants Buyer represents, warrants and covenants:

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

  • THE COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS The Company hereby acknowledges, agrees with and represents, warrants and covenants to the Subscriber, as follows:

  • Mutual Representations, Warranties and Covenants Each Party hereby represents, warranties, and covenants that:

  • Purchaser’s Representations, Warranties and Covenants In order to induce the Issuer to sell and issue the Securities to the Purchaser under one or more exemptions from registration under the Securities Act, the Purchasers, severally and not jointly, represent and warrant to the Issuer, and covenant with the Issuer, that:

  • Executive’s Representations, Warranties and Covenants (a) Executive hereby represents and warrants to the Company that:

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