Representations and Warranties of CFC. CFC makes the following representations and warranties, on which CFSC relies in purchasing the Initial and Additional Loans and the Initial Other Conveyed Property and in transferring the Initial and Additional Loans and the Initial Other Conveyed Property to the Trustee under the Pooling and Servicing Agreement. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Initial and Additional Loans and the Initial Other Conveyed Property hereunder and the sale, transfer and assignment thereof by CFSC to the Trustee under the Pooling and Servicing Agreement. CFC and CFSC agree that CFSC will assign to the Trustee all of CFSC's rights under this Agreement and that the Trustee will thereafter be entitled to enforce this Agreement against CFC in the Trustee's own name.
Representations and Warranties of CFC. CFC represents and warrants to Purchaser:
(a) Organization and Corporate Authority. CFC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business as a foreign corporation in all jurisdictions where the ownership of property or maintenance of an office would require qualification. CFC has all requisite corporate power and authority, governmental permits, consents, authorizations, registrations, licenses and memberships necessary to own its property and to carry on its business in the places where such properties are now owned and operated or such business is being conducted.
Representations and Warranties of CFC. Subject to Section 10.2(a) and Section 10.2(b) of this Agreement and except as Previously Disclosed, CFC represents and warrants to Buyer that:
3.1 Authorization, No Conflicts, Etc.
(a) CFC has the requisite corporate power and authority to execute and deliver this Agreement, and, subject to receipt of the CFC Stockholder Approval, to consummate the transactions contemplated by this Agreement. This Agreement has been duly adopted, and the consummation of the Merger and the other transactions contemplated by this Agreement have been duly authorized, by the CFC Board. The CFC Board has (i) determined that the terms of this Agreement are fair to and in the best interests of CFC and the CFC Stockholders, and (ii) adopted this Agreement and authorized the transactions contemplated by this Agreement and resolved to make the CFC Board Recommendation. Except for the CFC Stockholder Approval, no other corporate proceedings on the part of CFC are necessary to authorize this Agreement or to consummate the Merger (other than the submission to the CFC Stockholders of an advisory (non-binding) vote on the compensation that may be paid or become payable to CFC’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly executed and delivered by, and (assuming due authorization, execution and delivery by Buyer) constitutes valid and binding obligations of, CFC and is enforceable against CFC in accordance with its terms, except to the extent that (A) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(b) The execution, delivery, and performance of this Agreement by CFC and the consummation of the Merger, do not and will not violate, conflict with, or result in a breach of: (i) any provision of the certificate of incorporation or bylaws (or similar organizational documents) of CFC or any Subsidiary of CFC (each a “CFC Subsidiary” and collectively, the “CFC Subsidiaries”); or (ii) any Law or Order applicable to CFC or any CFC Subsidiary, assuming the timely receipt of each of the approvals referred to in Section 3.1(d).
(c) The exec...
Representations and Warranties of CFC. AND COUNTY 3.1 Corporate Organization.....................................7 3.2 Authorization and Enforceability; No Violation.............7 3.3 Capitalization; Stock Ownership............................8 3.4
Representations and Warranties of CFC. CFC hereby represents and warrants to ABNH as follows:
(a) that it has all requisite corporate power and authority to execute and deliver this Agreement and to perform fully its obligations hereunder. The execution and delivery by CFC of this Agreement and the performance by CFC of its obligations hereunder have been duly and validly authorized by all necessary corporate action on the part of CFC. This Agreement has been duly executed by CFC, and this Agreement is a legal, valid and binding obligation of CFC enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors’ rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law).
(b) that the Holomag Foils will be manufactured by CFC in accordance with specifications set forth on Schedule A, as such Schedule A may be amended from time to time by mutual agreement of the parties. CFC agrees to replace at its own expense any HoloMag Foils that are supplied to ABNH which are not in conformance with the specifications set forth on Schedule A.
(c) that the Holomag Foils will not be manufactured or sold or priced in violation of any federal, state or local law and that CFC has complied with and will continue to comply with all laws and conform to all requirements of each applicable governmental authority with respect to the supply of the ordered Holomag Foils, including those concerning the packaging, storage, shipment and exportation of all or any part thereof, and will ensure that no chemical substance delivered to ABNH is on the list of prohibited substances described in any applicable environmental laws. CFC will obtain all federal, provincial, state, municipal and other government or regulatory licenses, permits or other documents or permissions that are required and that are incidental to the sale or shipment of the ordered materials or items to ABNH.
(d) that the Holomag Foils, as manufactured in accordance with the specifications set forth on Schedule A, are fit for use as holographic magnetic foils to be used for the applications contemplated by this Agreement as long as the foils are applied in accordance with CFC’s technical specifications. that CFC will own, or will have the full right to use all intellectual property rights and technology which will be used or practiced in order for CFC to manufacture and sell the H...
Representations and Warranties of CFC. 5 5. Representations and Warranties of BOKF and Merger Corp.................17 6. Covenants..............................................................19 7. Conditions Precedent to Closing by BOKF and Merger Corp................33 8. Conditions Precedent to Closing by CFC and Bank .......................35 9. Closing................................................................36 10.
Representations and Warranties of CFC. CFC hereby represents and warrants to BOKF that:
Representations and Warranties of CFC. CFC represents and warrants to the TRPN Shareholders that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section).
Representations and Warranties of CFC. Capitalization. *
Representations and Warranties of CFC. CFC represents and warrants to the NHBC Shareholders that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section ) except as such statements may be affected by the transactions specifically described in the Confidential Private Placement Memorandum dated September 3, 1996, as supplemented.
(a) ORGANIZATION; QUALIFICATION. CFC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Utah. It has no subsidiaries. CFC has the corporate power and authority to own, lease and operate the properties used in its business and to carry on its business as now being conducted, and is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction where qualification as a foreign corporation is required by reason of its conduct of such business. CFC has previously delivered to the NHBC Shareholders complete and correct copies of the certificate of incorporation and by-laws of CFC as presently in effect. I sets forth the names and positions of all directors and officers of CFC.
