REPRESENTATIONS AND WARRANTIES OF BYL AND BYL BANK Sample Clauses

REPRESENTATIONS AND WARRANTIES OF BYL AND BYL BANK. Except as Previously Disclosed, BYL and BYL Bank represent and warrant to PBOC and the Bank as follows:
Sample 1
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES OF BYL AND BYL BANK. 12 3.1 Capital Structure of BYL and BYL Bank. . . . . . . . . . 12 3.2 Organization, Standing and Authority of BYL. . . . . . . 13 3.3 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 13 3.4 Reserved . . . . . . . . . . . . . . . . . . . . . . . . 13 3.5 Authorized and Effective Agreement; Consents and Approvals13 3.6 Securities Documents and Regulatory Reports. . . . . . . 15 3.7
Sample 1
REPRESENTATIONS AND WARRANTIES OF BYL AND BYL BANK. Except as Previously Disclosed, BYL and BYL Bank represent and warrant to PBOC and the Bank as follows: 3.1 Capital Structure of BYL and BYL Bank The authorized capital stock of BYL consists of 50,000,000 shares of BYL Common Stock and 25,000,000 shares of Preferred Stock. As of the date hereof, (i) there are 2,542,568 shares of BYL Common Stock issued and outstanding, no shares of BYL Preferred Stock issued and outstanding and no shares of BYL Common Stock are held as treasury shares. All outstanding shares of BYL Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and none of the outstanding shares of BYL Common Stock has been issued in violation of the preemptive rights of any person, firm or entity. BYL has Previously Disclosed each BYL Option outstanding as of the date hereof, including the number of shares covered by each such BYL Option and the exercise price thereof. Except for the option to purchase BYL Common Stock granted to PBOC pursuant to the Stock Option Agreement and BYL Options to purchase 377,203 shares of BYL Common Stock as of the date hereof, there are no Rights authorized, issued or outstanding with respect to the BYL Common Stock. The authorized capital stock of BYL Bank consists of 6,666,666 shares of common stock and 1,000,000 shares of preferred stock. As of the date hereof, (i) there are 100 shares of BYL Bank common stock issued and outstanding, no shares of BYL Bank preferred stock issued and outstanding and no shares of BYL Bank common stock are held as treasury shares. All outstanding shares of BYL Bank common stock have been duly authorized and validly issued and are fully paid and nonassessable and are owned by BYL. 3.2 Organization, Standing and Authority of BYL BYL is a corporation duly organized, validly existing and in good standing under the laws of the State of California. BYL has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. BYL is registered as a bank holding company under the Bank Holding Company...
Sample 1
REPRESENTATIONS AND WARRANTIES OF BYL AND BYL BANK. As an inducement for Funding to enter into this Agreement, BYL and BYL Bank hereby represent, warrant, covenant and agree with the understanding and intent that Funding and Third Party are relying upon the accuracy of the following representations and warranties as of the date hereof and, if applicable, as of the Commencement Date:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF BYL AND BYL BANK

  • Representations and Warranties True at Closing The representations and warranties made by the Buyer in this Agreement must be true in all material respects at and as of Closing with the same effect as though such representations and warranties had been made or given on and as of Closing.

  • Representations and Warranties True as of the Closing Date Buyer’s representations and warranties in this Agreement shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement, except that representations and warranties made as of, or in respect of, only a specified date or period shall be true and correct in all material respects as of, or in respect of, such date or period.

  • 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 by Seller Seller represents and warrants to Buyer as follows:

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

  • Representations and Warranties of Client Client represents and warrants to Agency as follows: A. All Referred Accounts placed with Agency hereunder are lawfully due and owing, that they are owned by the Client (or its affiliates and customers) and that the Referred Accounts are not subject to any claim of fraud or otherwise wholly or partially invalid due to payment or settlement by the obligor or any other claim or defense. B. Information and data on the Referred Accounts is accurate to the best of Client’s information and knowledge. C. Client is not aware of any disputes regarding the Referred Accounts, including any bankruptcy filing or expiration of the applicable statute of limitations.

  • 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 True on the Closing Date Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!