Representations and Warranties of Company and Bank. Company and Bank represent and warrant to Seller as follows:
Representations and Warranties of Company and Bank. Company and Bank, jointly and severally, hereby represent and warrant to Commerce as follows:
Representations and Warranties of Company and Bank. Except as disclosed in one or more schedules to this Agreement delivered to Stockmans prior to execution of this Agreement (the “Company Disclosure Schedule”), Company and Bank represent and warrant to Stockmans as follows:
Representations and Warranties of Company and Bank. 3.1 Incorporation, Standing and Power
3.2 Capitalization
3.3 Subsidiaries
3.4 Financial Statements
3.5 Authority of Company and Bank
3.6 Litigation
3.7 Compliance with Laws and Regulations
3.8 Absence of Material Change
3.9 Community Reinvestment Act
3.10 SEC Reports
3.11 Regulatory Approvals
3.12 Performance of Obligations
3.13 Licenses and Permits
3.14 Undisclosed Liabilities
3.15 Accounting Records 3.16 Absence of Adverse Agreements
3.17 Disclosure
3.18 Bank Secrecy Act
3.19 Brokers and Finders
Representations and Warranties of Company and Bank. The Company and the Bank jointly and severally represent and warrant to the Agent as follows.
(a) The Registration Statement was declared effective by the Commission on August __, 1998. At the time the Registration Statement, including the Prospectus contained therein, became effective, the Registration Statement complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Registration Statement, any final Prospectus, any Blue Sky Application or any Sales Document (as such terms are defined previously herein or in Section 7 hereof) authorized by the Company or the Bank for use in connection with the Offerings (and only with respect to information provided by or approved by the Company and the Bank) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and at the time any Rule 424(b) Prospectus was filed with the Commission and at the Closing Date referred to in Section 2, the Registration Statement, any preliminary or final Prospectus, any Blue Sky Application or any Sales Information (as such terms are defined previously herein or in Section 7 hereof) authorized by the Company or the Bank for use in connection with the Offerings will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 4(a) shall not apply to statements in or omissions from such Registration Statement, Prospectus or Sales Information made in reliance upon and in conformity with information furnished in writing to the Company or the Bank by the Agent expressly regarding the Agent for use under the captions "Market for the Common Stock" and "The Conversion - Marketing Arrangements. "
(b) The Bank has filed with the OTS the Conversion Application, including the Prospectus, exhibits, and an amendment or amendments thereto, as required, which was approved by the OTS; the Proxy Statement of the Bank, to be dated as of August __, 1998, has been approved by the OTS; and the Plan has been adopted by both the Board of Directors of the Company and the Board of Directors of the Bank.
(c) The Company has filed with the OTS the Holding Company Appli...
Representations and Warranties of Company and Bank. Company (and Bank, but only as to representations and warranties concerning the Bank) represent and warrant to Xxxxx Fargo as follows:
Representations and Warranties of Company and Bank
