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. 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:
Representations and Warranties of CFC. CFC represents and warrants to Purchaser:
Representations and Warranties of CFC. CFC makes the following representations and warranties, on which Antigua relies in purchasing the Contracts and in transferring the Contracts to the Trust under the Transfer and Servicing Agreement. Such representations are made as of the Closing Date but shall survive the sale, transfer and assignment of the Contracts hereunder and the transfer thereof by Antigua to the Trust under the Transfer and Servicing Agreement. CFC and Antigua agree that Antigua will assign to the Trust all of Antigua's rights under this Agreement and that the Trust will thereafter be entitled to enforce this Agreement against CFC in the Trust's own name.
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 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.
Representations and Warranties of CFC. CFC represents and warrants to the QC Parties as follows:
Representations and Warranties of CFC. CFC hereby represents and warrants to ABNH as follows:
Representations and Warranties of CFC. 14 SECTION 3.6 Representations and Warranties of Antigua . . . . . . . 17
Representations and Warranties of CFC. CFC hereby makes the following representations and warranties to CBI, each of which is being relied upon by CBI as a material inducement to enter into and perform this Agreement. All of the disclosure schedules of CFC referenced below and thereby required of CFC pursuant to this Agreement, which disclosure schedules shall be cross-referenced to the specific sections and subsections of this Agreement and delivered herewith, are referred to herein as the "CFC Disclosure Schedule." Capitalization The authorized CFC Capital Stock consists of 10,000,000 shares of common stock, par value $.01 per share, of which, as of the date hereof, 4,300,134 shares are issued, 3,512,617 shares are outstanding and shares are held in treasury. As of the date hereof, no shares of CFC common stock are reserved for issuance. All outstanding shares of CFC Capital Stock have been duly authorized and validly issued and are fully paid and non-assessable, with no personal liability attaching to the ownership thereof. There are no authorized, issued or outstanding options or other rights with respect to the CFC Capital Stock. None of the shares of CFC Capital Stock has been issued in violation of the preemptive rights of any person. Corporate Organization CFC is a duly organized corporation, validly existing and in good standing under the laws of New York, with full corporate power and authority to carry on its business as now conducted and is duly licensed or qualified to do business in the states of the United States and foreign jurisdictions where its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on CFC. CFC is registered as a financial holding company under the BHCA. The certificate of incorporation and by-laws of CFC, copies of which are attached as Section 4.2(a) of the CFC Disclosure Schedule, are true, correct and complete copies of such documents as in effect as of the date of this Agreement. Chemung Bank is the only subsidiary of CFC that qualifies as a "Significant Subsidiary," as such term is defined in Regulation S-X, promulgated by the SEC. Chemung Bank is a commercial bank, duly organized and validly existing and in good standing under the laws of New York. Chemung Bank 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 licen...
