REPRESENTATIONS AND WARRANTIES OF COAST Sample Clauses

REPRESENTATIONS AND WARRANTIES OF COAST. Coast represents and warrants to GBB as follows:
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REPRESENTATIONS AND WARRANTIES OF COAST. 16 5.04 Representations and Warranties of Ahmanson...............26 ARTICLE VI Covenants
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REPRESENTATIONS AND WARRANTIES OF COAST. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in the applicable paragraph of its Disclosure Schedule, or any other paragraph of the Disclosure Schedule so long as it is clear from the context of the disclosure that the disclosure in such other paragraph of the Disclosure Schedule is also applicable to the paragraph of this Section 5.03 in question, Coast hereby represents and warrants to Ahmanson:
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REPRESENTATIONS AND WARRANTIES OF COAST. Except as set forth herein and in the disclosure letter delivered by Coast to Xxxxxx'x on the date of this Agreement (the "Coast Disclosure Letter"), Coast represents and warrants to Xxxxxx'x that the statements contained in this Section 6.4 are true and correct (a) as of the date hereof and (b) as of the Closing. The Coast Disclosure Letter shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 6.4 and the disclosure in any paragraph shall qualify other paragraphs in this Section 6.4:
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REPRESENTATIONS AND WARRANTIES OF COAST. Coast represents and warrants to First Banks that:
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REPRESENTATIONS AND WARRANTIES OF COAST. AND THE BANK 6 Section 2.01 Organization and Capital Stock; Standing and Authority 6 Section 2.02 Authorization; No Defaults 7 Section 2.03 Subsidiaries 8 Section 2.04 Coast SEC Documents; Financial Statements 8 Section 2.05 Absence of Changes 9 Section 2.06 Regulatory Enforcement Matters 10 Section 2.07 Tax Matters 10 Section 2.08 Litigation 11 Section 2.09 Properties, Contracts, Employee Benefit Plans and Other Agreements 11 Section 2.10 Reports 13 Section 2.11 Investment Portfolio 13 Section 2.12 Loan Portfolio 13 Section 2.13 Labor Matters and ERISA 14 Section 2.14 Title to Properties; Licenses; Intellectual Property; Insurance 15 Section 2.15 Environmental Matters 16 Section 2.16 No Undisclosed Liabilities 18 Section 2.17 Material Interest of Certain Persons 18 Section 2.18 Conduct to Date 19 Section 2.19 Violations of Bank Secrecy Act and Patriot Act 20 Section 2.20 Compliance with Laws and Regulations 20 Section 2.21 Brokerage 20 Section 2.22 Statements True and Correct 21 ARTICLE III REPRESENTATIONS AND WARRANTIES OF FIRST BANKS 21 Section 3.01 Organization 21 Section 3.02 Authorization 21 Section 3.03 Litigation 22 Section 3.04 Statements True and Correct 22 Section 3.05 Brokerage 22 Section 3.06 Financing 23 Section 3.07 Not an Interested Shareholder 23 Section 3.08 Ownership of Company Stock 23 ARTICLE IV AGREEMENTS OF COAST AND THE BANK 23 Section 4.01 Business in Ordinary Course 23 Section 4.02 Breaches 25 Section 4.03 Submission to Shareholders 25 Section 4.04 Consummation of Agreement 26 Section 4.05 Access to Information 26 Section 4.06 Consents of Third Parties 27 Section 4.07 Subsequent Financial Statements 27 Section 4.08 Bank Merger 27 Section 4.09 Employment of Senior Officer and Other Employees 28 Section 4.10 Insurance 28 Section 4.11 Director and Officer Insurance and Indemnification 28 Section 4.12 Correspondence with Regulatory Agencies 29 Section 4.13 Cancellation of Stock Options 29 Section 4.14 Fairness Opinion 29 Section 4.15 Non-Solicitation 29 Section 4.16 Option Agreement 31 Section 4.17 Environmental Reports 31 Section 4.18 Credit Agreements 31 ARTICLE V AGREEMENTS OF FIRST BANKS 32 Section 5.01 Regulatory Approvals 32 Section 5.02 Breaches 32 Section 5.03 Consummation of Agreement 33 Section 5.04 Employee Matters 33 Section 5.05 Option Agreement 34 Section 5.06 Credit Agreements 34 ARTICLE VI CONDITIONS PRECEDENT TO THE MERGER 34 Section 6.01 Conditions to the Obligations of First Banks 34 Section 6.02 Conditions to the O...
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Related to REPRESENTATIONS AND WARRANTIES OF COAST

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

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City 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 XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • 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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