Representations and Warranties of Bank and Bank Parent Sample Clauses

Representations and Warranties of Bank and Bank Parent. To induce Retailers to participate in the Program and to promote the extension of credit thereunder, Bank and Bank Parent make the following representations and warranties to Retailers, each of which shall be deemed to be restated and remade on each date on which Bank originates Accounts or extends credit hereunder: (a) Bank (i), as of the date of this Agreement, is a federal savings bank duly organized, validly existing, and in good standing under the laws of the United States; (ii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage, and operate its properties, to lease the properties it operates under lease, and to conduct its business as now conducted and as it is contemplated to be conducted hereafter; and (iii) is in compliance with its charter documents. Bank Parent (i), as of the date of this Agreement, is a Delaware corporation duly organized, validly existing and in good standing under the laws of the state of its organization, (ii) has the requisite corporate power and authority and the legal right to own, pledge, mortgage, and operate its properties, to lease the properties it operates under the lease, and to conduct its business as now conducted and as it is contemplated to be conducted hereafter, and (iii) is in compliance with its organizational documents. (b) As of the date of this Agreement, Bank is subject to regulation and examination by the Office of the Comptroller of the Currency. (c) The execution, delivery, and performance of this Agreement and all instruments and documents to be delivered by Bank hereunder, and the execution, delivery and performance of the Bank Parent Guaranty, respectively: (i) are within Bank’s and Bank Parent’s corporate powers; (ii) have been duly authorized by all necessary and proper corporate action; (iii) do not and will not contravene any provision of Bank’s or Bank Parent’s charter documents, certificate of incorporation or bylaws, as the case may be; (iv) do not and will not violate any law or regulation or an order or decree of any court or governmental instrumentality to which Bank or Bank Parent is subject; (v) do not and will not conflict with or result in the material breach of, or constitute a material default under, any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which Bank or Bank Parent is a party or by which Bank, Bank Parent or any of their assets or property are bound; and (vi) do not require any filing or registration...
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Related to Representations and Warranties of Bank and Bank Parent

  • 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 the Lender The Lender hereby represents and warrants to the Borrower as follows:

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer that:

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

  • Representations and Warranties of the Lenders Each Lender, severally and not jointly, represents and warrants to Borrower and Parent as of the Agreement Date that: (a) Such Lender is duly organized and validly existing under the laws of the jurisdiction of its formation. (b) Each Loan Document to which it is a party has been duly authorized, executed and delivered by such Lender and constitutes the valid and legally binding obligation of such Lender, enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (c) Such Lender has full power and authority to make the Loans and to enter into and perform its other obligations under each of the Loan Documents and carry out the other transactions contemplated thereby. (d) Each of the Conversion Notes and Conversion Shares to be received by such Lender hereunder will be acquired for such Lender’s own account, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, except pursuant to sales registered or exempted under the Securities Act, and such Lender has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Lender’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Lender to hold the Securities for any period of time and such Lender reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (e) Such Lender can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (f) Such Lender understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Parent in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. (g) Such Lender is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act.

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • Representations and Warranties of the Borrower The Borrower represents and warrants as follows:

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