REPRESENTATIONS AND WARRANTIES OF FBC. FBC represents and warrants to the Bank as follows:
REPRESENTATIONS AND WARRANTIES OF FBC. FBC represents and warrants to the Securities Holders as follows:
REPRESENTATIONS AND WARRANTIES OF FBC. FBC hereby makes the following representations and warranties to FFIN as of the date of this Agreement.
REPRESENTATIONS AND WARRANTIES OF FBC. 5 2.1. Organization and Qualification; Subsidiaries..................5 2.2. Certificate of Incorporation and Bylaws.......................5 2.3. FBC Capital Structure.........................................6 2.4. Obligations with Respect to Capital Stock.....................6 2.5. Authority Relative to this Agreement..........................6 2.6. No Conflicts, Required Filings and Consents...................7 2.7. Financial Statements..........................................7 2.8. No Undisclosed Liabilities....................................8 2.9. Absence of Certain Changes or Events..........................8 2.10. Absence of Litigation.........................................8 2.11.
REPRESENTATIONS AND WARRANTIES OF FBC. Except as disclosed in the disclosure schedules delivered by FBC to EC Power prior to or concurrently with the execution and delivery of this Agreement (the "FBC Disclosure Schedules"), FBC hereby represents and warrants to EC Power as follows:
REPRESENTATIONS AND WARRANTIES OF FBC. FBC hereby represents and warrants to the Company that as of the date hereof and as of the Closing date:
(a) FBC is a corporation duly incorporated and organized and is a validly existing entity in good standing under the laws of the jurisdiction of its incorporation or organization with the corporate power and authority to execute, deliver and perform the terms of this Agreement and to consummate the transactions contemplated hereunder;
(b) this Agreement is a valid and binding obligation of FBC, enforceable against FBC in accordance with its terms. FBC has the full legal right to execute, deliver and perform this Agreement and the execution, delivery and performance of this Agreement by FBC is not subject to the consent or approval of any other person or entity;
(c) FBC beneficially owns the Series A Shares free and clear of any claim, lien, charge or encumbrance whatsoever;
(d) there is not, to FBC’s knowledge, now any agreement or other instrument binding upon FBC that will be violated by the execution and delivery of this agreement or will prevent the performance or satisfaction by FBC of any of the terms and conditions herein contained;
(e) FBC is not insolvent, has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, has not had any petition or a receiving order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt, has not taken any proceeding to have a receiver appointed of any part of its assets, has not had any encumbrancer take possession of any of its property, and has not had any execution or distress become enforceable or become levied upon any of its property;
(f) no suits, actions or legal proceedings of any sort are pending or are, to FBC’s knowledge, threatened which would restrain or otherwise prevent, in any manner, FBC from effectually and legally transferring the Series A Shares to the Company free and clear of any and all claims, liens, security interests and encumbrances pursuant to this Agreement, nor are there any suits, actions or other legal proceedings pending or, to FBC’s knowledge, threatened, the effect of which would be to make FBC liable for damages, to divest title to the Series A Shares, or to cause a lien to attach to the Series A Shares, and FBC has no knowledge of any claims which could give rise to such a suit, action or legal proceeding; and
(g) FBC is a non-resident of C...
REPRESENTATIONS AND WARRANTIES OF FBC. FBC represents and warrants to Cedar Creek as follows:
REPRESENTATIONS AND WARRANTIES OF FBC. FBC hereby represents and warrants to Bank that the following are true and correct as of the Agreement Date, and will be true and correct as of the Effective Date:
REPRESENTATIONS AND WARRANTIES OF FBC. FBC hereby represents and warrants to the Seller as follows:
REPRESENTATIONS AND WARRANTIES OF FBC. FBC represents, warrants and agrees that all of the statements in the following subsections of this Article III, pertaining to FBC, are true and complete as of the date hereof.
