Representations and Warranties of Bank. Bank warrants and represents to FTDI and the Funds that:
a) Bank is a "bank" as defined in section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the "1934 Act");
Representations and Warranties of Bank. Bank warrants and represents to FTDI and the Funds that:
(a) Bank is a “bank” as defined in section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the “1934 Act”);
(b) Bank is authorized to enter into this Agreement as agent for Customers, and Bank’s performance of its obligations and receipt of consideration under this Agreement will not violate any law, regulation, charter, agreement or regulatory restriction to which Bank is subject;
(c) Bank has received all regulatory agency approvals and taken all legal and other steps necessary for offering the services Bank will provide to Customers and receiving any applicable compensation in connection with this Agreement; and
(d) Bank will comply with all applicable U.S. federal, state and local laws and regulations in performing its obligations hereunder. Without limiting the foregoing, Bank agrees that in recommending to a customer the purchase, sale or exchange of any shares, or class of shares, of a Fund, Bank shall have reasonable grounds for believing that the recommendation is suitable for such customer. Bank also agrees that it will comply with all policies and agreements concerning Site (as defined in Paragraph 4(b)(4) below) usage, including, without limitation, the Terms of Use Agreement(s) posted on the Sites (“Site Terms”) as may be revised and reposted on the Sites from time to time, and those Site Terms (as in effect from time to time) are part of this Agreement.
Representations and Warranties of Bank. (a) Bank hereby represents and warrants to Company as of the Effective Date of this Agreement and as of each Closing Date that:
(1) Bank is an FDIC-insured Utah-chartered industrial bank, duly organized, validly existing under the laws of the State of Utah and has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement and the transfer of the Loans and Receivables have been duly authorized and are not in conflict with and do not violate the terms of the charter or bylaws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party;
(2) All approvals, authorizations, licenses, registrations, consents, and other actions by, notices to, and filings with, any Person that may be required in connection with the execution, delivery, and performance of this Agreement by Bank, have been obtained;
(3) This Agreement constitutes a legal, valid, and binding obligation of Bank, enforceable against Bank in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity);
(4) There are no proceedings or investigations pending or, to the best knowledge of Bank, threatened against Bank (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Bank pursuant to this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Bank, would materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (v) would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financ...
Representations and Warranties of Bank. Bank hereby represents and warrants to Company as follows:
Representations and Warranties of Bank. Bank represents and warrants to Carrier that Bank has full and complete power and authority to enter into and perform under this Amendment and has obtained, and there remain in effect, all necessary licenses, resolutions and filings which are necessary for Bank to perform its obligations under this Amendment.
Representations and Warranties of Bank. Bank represents and warrants to Merchant at the time of execution and during the term of this Agreement that: (a) Bank has the power to execute, deliver, and perform this Agreement; (b) this Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Bank is subject; (c) Bank has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so; and, (d) There is no circumstance, to Bank’s knowledge, threatened by or against or affecting Bank which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations.
Representations and Warranties of Bank. Bank represents and warrants to Servicer as follows:
Representations and Warranties of Bank. Bank hereby represents and warrants to Spiegel Group during the Term as follows:
6.1 Organization, Power and Qualification. Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and has full corporate power and authority to enter into this Agreement and to carry out the provisions of this Agreement. Bank is duly qualified and in good standing to do business in all jurisdictions where such qualification is necessary for Bank to carry out its obligations under this Agreement.
Representations and Warranties of Bank. Effective as of the date of execution hereof and as of the initial Advance Date, Shawmut Bank Connecticut, National Association, in its individual capacity ("Bank"), represents and warrants to each of the other parties hereto as follows:
(a) Chief Executive Office. Bank's "chief executive office" and "principal place of business," as such terms are used in Section 9-103(3) of the UCC, and the place where the documents, accounts and records relating to the Overall Transaction are kept is located at 000 Xxxx Xxxxxx, XXX 000, Xxxxxxxx, Xxxxxxxxxxx 00000, attention: Corporate Trust Administration.
(b) Due Organization, etc. Bank is a national banking association duly organized and validly existing in good standing under the laws of the United States and has full corporate power and authority to execute, deliver and perform its obligations (i) in its individual capacity under the Trust Agreement and, to the extent it is a party hereto in its individual capacity, this Agreement, and (ii) acting as Certificate Trustee under the Trust Agreement, under this Participation Agreement Agreement and each other Operative Document to which it is or will be a party as Certificate Trustee.
Representations and Warranties of Bank. Bank represents and warrants to Company that as of the date of the Original Agreement and the date hereof:
(a) it has the financial capacity to make and shall make the full amount of Cardholder Funds (as set forth in the Funds Transfer Information) accessible to Cardholders at the times and in the manner required by the terms of this Agreement;
(b) it has sufficient funds available at all times to pay, or cause the payment of all Credit Product disbursements authorized for disbursement;
(c) any Card Processor or Credit Processor selected by Bank shall have the same or better service standards as Bank’s current Card Processor and Credit Processor(s);
(d) any Cardholder Agreement or Credit Agreement shall be legally binding as to, and shall be honored by, Bank unless deemed invalid, fraudulent or prohibited by Applicable Law; and
(e) all processing systems, software and hardware, and policies or procedures used by Bank and all rules and protocols covering Bank’s employees, agents, and independent contractors providing the services hereunder, contain commercially reasonable protections and security enhancements, and provide commercially reasonable safeguards and system protections, consistent with industry standards, to prevent hacking, viruses, security breaches, identity theft, fraud and loss of data, and to prevent any breach of Article IX, the Xxxxx-Xxxxx-Xxxxxx Act and the applicable regulations promulgated thereunder.
(f) all Programs, and Bank services provided hereunder, including, but not limited to, Processing Services, Card Services, Credit Services, Credit Products, shall comply with Applicable Law.
(g) none of the Credit Products provided by Bank pursuant to this Agreement constitute a refund anticipation loan.
(h) it owns, or has the right to use, all Intellectual Property necessary to provide the iAdvance Credit Product Program described in Exhibit A-3.
