REPRESENTATIONS AND WARRANTIES BY SELLER AND ACQUIREE Sample Clauses

REPRESENTATIONS AND WARRANTIES BY SELLER AND ACQUIREE. (a) Organization, Good Standing, Authority, Deposit Insurance, Etc.. . . . . . . . . . . . . . . . . . . . . . 6 (b) Capitalization, Investments. . . . . . . . . . . . . . . . . 6 (c) Financial Statements . . . . . . . . . . . . . . . . . . . . 6 (d) Absence of Certain Developments. . . . . . . . . . . . . . . 7 (e) Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 (f) Litigation . . . . . . . . . . . . . . . . . . . . . . . . . 9 (g) Brokerage. . . . . . . . . . . . . . . . . . . . . . . . . . 9 (h) Properties . . . . . . . . . . . . . . . . . . . . . . . . . 9 (i) Compliance with Applicable Laws. . . . . . . . . . . . . . . 10 (j) Contracts and Commitments, Etc.. . . . . . . . . . . . . . . 10 (k) Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . 11 (l) No Guarantees. . . . . . . . . . . . . . . . . . . . . . . . 11 (m)
Sample 1
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REPRESENTATIONS AND WARRANTIES BY SELLER AND ACQUIREE. Seller and Acquiree represent and warrant to Buyer as follows: (a) ORGANIZATION, GOOD STANDING, AUTHORITY, DEPOSIT INSURANCE, ETC. Seller is a savings and loan holding company organized, validly existing and in good standing under the laws of the state of Delaware. Acquiree is a wholly-owned subsidiary of Seller and is a federal savings bank organized and validly subsisting and, to the knowledge of Acquiree, is in good standing under federal law. Acquiree has no subsidiary. Acquiree has all requisite corporate power and authority to conduct its business as it is now conducted, to own and operate its properties and assets and to lease properties used in its business. Acquiree has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining any required regulatory and shareholder approvals, to perform and carry out the provisions of and all of its respective obligations under this Agreement. The customer deposits held by Acquiree are insured by the Savings Association Insurance Fund ("SAIF") administered by the FDIC in accordance with the Federal Deposit Insurance Act. Acquiree has paid all assessments and filed all reports required by the Federal Deposit Insurance Act.
Sample 1

Related to REPRESENTATIONS AND WARRANTIES BY SELLER AND ACQUIREE

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company as follows:

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER Parent and Buyer hereby jointly and severally represent and warrant to the Sellers that:

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

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