REPRESENTATIONS AND WARRANTIES OF CNB BANCSHARES Sample Clauses

REPRESENTATIONS AND WARRANTIES OF CNB BANCSHARES. 9 A. ORGANIZATION; CAPITALIZATION; SUBSIDIARIES..............................9 B. BANK SUBSIDIARY........................................................10
Sample 1
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REPRESENTATIONS AND WARRANTIES OF CNB BANCSHARES. CNB Bancshares represents and warrants to Fifth Third that as of the date hereof or as of the indicated date, as appropriate, and subject to the standard set forth in Section I.S. except as otherwise disclosed in the Disclosure Schedule: A. ORGANIZATION; CAPITALIZATION; SUBSIDIARIES. 1. CNB Bancshares (i) is duly incorporated, validly existing and in good standing as a corporation under the corporation laws of the State of Indiana and is a registered bank holding company under the Bank Holding Company Act; (ii) is duly authorized, in all material respects, to conduct the business in which it is engaged in all material respects; (iii) has an authorized capital stock consisting entirely of 100,000,000 shares of CNB Bancshares Common Stock and 2,000,000 shares of preferred stock, no par value per share ("CNB Bancshares Preferred Stock"); (iv) has no outstanding securities of any kind, nor any outstanding options, warrants or other rights, contracts, understandings or commitments entitling another person to acquire (or to receive consideration based on the value of) any securities of CNB Bancshares of any kind, other than (a) 34,781,304 shares of CNB Bancshares Common Stock, which are authorized, duly issued and outstanding as of June 11, 1999 (which amount includes shares held through CNB Bancshares' Dividend Reinvestment Plan (the "Dividend Reinvestment Plan")), all of which shares are fully paid and non-assessable, (b) options to purchase a total of not more than 1,500,000 shares of CNB Bancshares Common Stock as of June 11, 1999, which were granted to and are currently held by the present and former employees, officers, Directors and advisory directors of CNB Bancshares and/or the Bank Subsidiary or other subsidiaries of CNB Bancshares, (c) 3,336,150 shares of CNB Bancshares Common Stock issuable upon conversion of the Convertible Debentures and (d) 937,005 shares issuable pursuant to certain Benefits Plans (as defined below) as set forth in the Disclosure Schedule. Since the date referred to in clause (iv) of the preceding sentence to the date hereof, CNB Bancshares has not issued any shares, except in connection with the exercise of the options referred to in clause (iv)(b), conversion of the Convertible Debentures referred to in clause (iv)(c), or under the Benefit Plans as set forth in the Disclosure Schedule, or any additional options. CNB Bancshares has made available to Fifth Third a correct and complete list of all options referred to in clause (iv...
Sample 1
REPRESENTATIONS AND WARRANTIES OF CNB BANCSHARES. CNB Bancshares represents and warrants to Fifth Third that as of the date hereof or as of the indicated date, as appropriate, and subject to the standard set forth in Section I.S. except as otherwise disclosed in the Disclosure Schedule:
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF CNB BANCSHARES

  • 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 PARENT AND SUB Parent and Sub represent and warrant to the Company 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 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 MSDW TRUST MSDW TRUST represents and warrants to the Fund that: 3.1 It is a federally chartered savings bank whose principal office is in New Jersey. 3.2 It is and will remain registered with the U.S. Securities and Exchange Commission ("SEC") as a Transfer Agent pursuant to the requirements of Section 17A of the 1934 Act. 3.3 It is empowered under applicable laws and by its charter and By-Laws to enter into and perform this Agreement. 3.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.5 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 Consultant (a) Consultant has the requisite power and authority to enter into and perform his obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. (b) The execution, delivery and performance of this Agreement by Consultant does not and shall not constitute Consultant’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Consultant is a party, or by which Company is or may be bound.

  • 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 Company The Company represents and warrants to the Buyer that:

  • REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

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