Representations and Warranties of Bank One. Bank One makes the following representations and warranties as of the date hereof, as of the date of each sale of EDUCATION ONE Loans to FMC or a Purchaser Trust (solely as to the Loans within the respective Pool with regard to Section 5.02(d) through (i)), and as of any other date specified below:
(a) Bank One represents and warrants that it is a national bank duly organized, validly existing and in good standing under the laws of the United States, and has the authority to conduct all activities contemplated by this Agreement.
(b) Bank One has full power and authority to perform its obligations under this Agreement, and has duly authorized the execution, delivery and performance of, and has duly delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Bank One enforceable against Bank One in accordance with its terms, except as such enforceability may be limited by (i) receivership, conservatorship and supervisory powers of bank regulatory agencies generally, (ii) applicable bankruptcy, receivership, conservatorship, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect, or (iii) general principles of equity.
(c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions hereof, will conflict with, or result in a material breach of, or constitute a material default under, any of the terms, conditions or provisions of any legal restriction or any material agreement or instrument to which Bank One is now a party or by which it is bound.
(d) Each of the EDUCATION ONE Loans originated by Bank One sold to FMC or a Purchaser Trust pursuant to any Securitization Transaction: (i) is the valid, binding and enforceable obligation of the borrower executing the same, and of any cosigner thereto, enforceable against each borrower, any student maker named therein, and any cosignor thereunder in accordance with its terms except as enforceability may be affected by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by equitable principles, (ii) is covered by and entitled to the benefits of the Guaranty Agreement, and (iii) is a "Seasoned Loan" as defined in this Agreement.
(e) [**] each EDUCATION ONE Loan originated by Bank One sold hereunder and any accompanying notices and disclosure...
Representations and Warranties of Bank One. Bank One hereby makes the following representations and warranties on the Closing Date upon which the Purchaser, Northwoods and M&I Bank may rely. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of its interest in the Purchased Assets (as agent on behalf of PREFCO) to the Purchaser.
(a) Organization and Good Standing. Bank One has been duly organized and is validly existing as a national banking association in good standing, with the power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and has, power, authority and legal right to acquire, own and sell the Purchased Assets pursuant to Article II.
Representations and Warranties of Bank One. BANK ONE represents and warrants to BUYER as follows:
(a) GOOD STANDING AND POWER OF BANK ONE. BANK ONE is a national banking association duly organized, validly existing, and in good standing under the laws of the United States with corporate power to own its properties and to carry on its business as presently conducted. BANK ONE is an insured bank as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.
Representations and Warranties of Bank One. Bank One represents and warrants to the Seller and to Financial Security as follows:
Representations and Warranties of Bank One. BANK ONE represents and warrants to CNB to the best of its knowledge, as follows:
(a) Good Standing and Power of BANK ONE. BANK ONE is a national banking association duly organized, validly existing, and in good standing under the laws of the United States with corporate power to own its properties and to carry on its business as presently conducted. BANK ONE is an insured bank as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.
Representations and Warranties of Bank One. Except (x) with respect to any subsection of this Section 3.1, as set forth in the correspondingly identified subsection of the Bank One Disclosure Schedule (as defined in Section 3.1(b)(iii)) or (y) as disclosed in the Bank One SEC Documents (as defined in Section 3.1(d)) filed with the SEC prior to the date hereof, Bank One represents and warrants to JPMorgan Chase as follows:
(a) Organization, Standing and Power. Bank One is a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), which has duly elected to become, and meets the applicable requirements for qualification as, a financial holding company pursuant to Section 4(l) of the BHC Act. Each of Bank One and its Significant Subsidiaries (as defined below) is a bank, corporation or partnership duly organized, validly existing and, in the case of banks or corporations, in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not, either individually or in the aggregate, reasonably be expected to have a material adverse effect on Bank One. The Certificate of Incorporation and By-laws of Bank One, copies of which were previously furnished to JPMorgan Chase, are true, complete and correct copies of such documents as in effect on the date of this Agreement. As used in this Agreement, (i) the word “Subsidiary” when used with respect to any party means any corporation or other organization, whether incorporated or unincorporated, (x) of which such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interests in such partnership), or (y) at least a majority of the securities or other interests of which that have by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its Su...
Representations and Warranties of Bank One. Bank One hereby represents and warrants to the Trustee, on behalf of the Trust, and to Tyler Funding and FNANB that:
Representations and Warranties of Bank One. In order to induce FUNB to enter into this Agreement, Bank One represents and warrants to FUNB as of the date hereof and as of the Replacement Date:
(a) Bank One is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, has full corporate power and authority to enter into this Assignment and Amendment Agreement and to take any action and execute this Assignment and Amendment Agreement and any Collateral Documents to which it is a party (collectively, the "Assignment Documents").
(b) The execution, delivery and performance of this Assignment and Amendment and each of the Collateral Documents to which it is a party have been duly authorized by all necessary corporate proceedings, and the Assignment Documents have been duly and validly executed and delivered by Bank One, and, assuming due authorization, execution and delivery by FUNB, are legal, valid, and binding obligations of Bank One, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or similar laws of general application affecting the enforcement of creditors' rights and except to the extent that general principals of equity might affect the specific enforcement of such documents.
(c) Bank One has delivered to FUNB on or prior to the date hereof the original Reimbursement Agreement, Pledge Agreement, Mortgage and the other Transaction Documents listed on Schedule I hereto, and each such document is (i) genuine and (ii) true, correct, and complete, and the terms and conditions contained in such documents reflect the entire agreement with respect to the matters therein between the Borrower, Bank One and, to Bank One's knowledge, any other person, firm or organization having any interest in the Reimbursement Agreement or other Transaction Document, and there are no other verbal or written agreements or representations in connection with the Transaction Documents between the Borrower and Bank One or, to Bank One's
Representations and Warranties of Bank One. BANK ONE represents and warrants to Premier as follows:
(a) GOOD STANDING AND POWER OF BANK ONE. BANK ONE is a national banking association duly organized, validly existing, and in good standing under the laws of the United States with corporate power to own its properties and to carry on its business as presently conducted. BANK ONE 25 is an insured bank as defined in the Federal Deposit Insurance Act and applicable regulations thereunder.
