REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY BANK Sample Clauses

REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY BANK. Except as set forth in the Disclosure Schedule delivered by Company and Company Bank to Parent and Parent Bank prior to the date of execution hereof (“Company Disclosure Schedule”), Company and Company Bank represent and warrant to Parent and Parent Bank that all of the statements contained in this Article III are true as of the date of this Agreement (or, if made as of a specified date, as of such date). For purposes of the representations and warranties of Company and Company Bank contained herein, disclosure in any section of the Company Disclosure Schedule of any facts or circumstances shall be deemed to be adequate response and disclosure of such facts or circumstances with respect to all representations or warranties by Company and Company Bank calling for disclosure of such information, whether or not such disclosure is specifically associated with or purports to respond to one or more of such representations or warranties, if it is reasonably apparent on the face of the Company Disclosure Schedule that such disclosure is applicable. The inclusion of any information in any section of the Company Disclosure Schedule or other document delivered by Company and Company Bank pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever. 3.1 Organization. Each of Company, Company Bank and their respective Subsidiaries (a) is a corporation duly organized (and in the case of Company Bank duly chartered), validly existing and in good standing under the laws of the State of California; (b) has all requisite corporate or other legal entity power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns; and (c) is duly qualified or licensed to do business and is in good standing in every jurisdiction in which such qualification and, if applicable, good standing is required.
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REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY BANK. Except as set forth in the Disclosure Schedule delivered by Company and Company Bank to Parent Bank not less than five (5) days prior to the execution hereof, Company and Company Bank represent and warrant to Parent and Parent Bank that all of the statements contained in this Article III are true as of the date of this Agreement (or, if made as of a specified date, as of such date). For purposes of the representations and warranties of Company and Company Bank contained herein, disclosure in any section of the Disclosure Schedule of any facts or circumstances shall be deemed to be adequate response and disclosure of such facts or circumstances with respect to all representations and warranties by Company and Company Bank calling for disclosure of such information, whether or not such disclosure is specifically associated with or purports to respond to one or more representations or warranties, if it is reasonably apparent on the face of the Disclosure Schedule that such disclosure is applicable. The inclusion of any information in any section of the Disclosure Schedule or other document delivered by Company or Company Bank pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.
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REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY BANK. Except as set forth on a disclosure schedule delivered to Parent Bank prior to the execution of this Agreement (“Company Entities Disclosure Schedule”), Company and Company Bank represent and warrant to Parent Bank and Parent that:
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REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY BANK. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in a paragraph of Company and Company Bank Disclosure Schedule corresponding to the relevant paragraph below, Company and Company Bank hereby represent and warrant jointly and severally to Zions:
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REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY BANK. Section 3.01 Making of Representations and Warranties 10 Section 3.02 Organization, Standing and Authority 11 Section 3.03 Capital Stock 11 Section 3.04 Subsidiaries 13 Section 3.05 Corporate Authority Relative to this Agreement; No conflict 14 Section 3.06 Regulatory Approvals; No Defaults 15 Section 3.07 Financial Statements 16 Section 3.08 Regulatory Reports 17 Section 3.09 Absence of Certain Changes or Events 17 Section 3.10 Legal Proceedings 18 Section 3.11 Compliance with Laws 19 Section 3.12 Company Material Contracts; Defaults 19 Section 3.13 Agreements with Regulatory Agencies 21 Section 3.14 Brokers 22 Section 3.15 Employee Benefit Plans 22 Section 3.16 Labor Matters 24 Section 3.17 Environmental Matters 26 Section 3.18 Tax Matters 27 Section 3.19 Investment Securities 29 Section 3.20 Derivative Transactions 29 Section 3.21 Regulatory Capitalization 30 Section 3.22 Loans; Nonperforming and Classified Assets 30 Section 3.23 Allowance for Loan and Lease Losses 32 Section 3.24 Trust Business; Administration of Fiduciary Accounts 32 Section 3.25 Investment Management and Related Activities 32 Section 3.26 Repurchase Agreements 32 Section 3.27 Deposit Insurance 32 Section 3.28 Community Reinvestment Act, Anti-money Laundering and Customer Information Security 33 Section 3.29 Transactions with Affiliates 33 Section 3.30 Tangible Properties and Assets 34 Section 3.31 Intellectual Property 35 Section 3.32 Insurance 37 Section 3.33 Disaster Recovery and Business Continuity 38 Section 3.34 Antitakeover Provisions 38 Section 3.35 Opinion 38 Section 3.36 Company Information 38 Section 3.37 No Other Representations and Warranties 39
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REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY BANK 
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Related to REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY BANK

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

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • Representations and Warranties of Employee Employee represents and warrants to the Company that (a) Employee is under no contractual or other restriction or obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other rights of the Company hereunder and (b) Employee is under no physical or mental disability that would hinder his performance of duties under this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER Parent and Buyer hereby jointly and severally represent and warrant to the Sellers that:

  • 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 Executive Executive represents and warrants to the Company that— (a) Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound; (b) Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and (c) in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

  • 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 Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

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