REPRESENTATIONS AND WARRANTIES OF FIDELITY. Fidelity hereby represents and warrants for the exclusive benefit and reliance of Customer that this Agreement has been duly executed and delivered by Fidelity and, assuming the due authorization, execution and delivery hereof and thereof by the Customer, this Agreement constitutes a valid and binding obligation of Fidelity, enforceable against Fidelity in accordance with the terms hereof.
REPRESENTATIONS AND WARRANTIES OF FIDELITY. 12 Section 2.1 Organization and Capital Stock.....................................................13 Section 2.2 Authorization......................................................................15 Section 2.3 Subsidiaries.......................................................................16 Section 2.4
REPRESENTATIONS AND WARRANTIES OF FIDELITY. Fidelity represents and warrants to NHG that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4), except as set forth in the disclosure schedule of Fidelity accompanying this Agreement (the "Fidelity Disclosure Schedule"). The Fidelity Disclosure Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 4.
REPRESENTATIONS AND WARRANTIES OF FIDELITY. As an inducement to AEB to enter into this Agreement and to consummate the transactions contemplated hereby, Fidelity represents, warrants, covenants and agrees as follows:
REPRESENTATIONS AND WARRANTIES OF FIDELITY. As an inducement to SCTC and the Selling Shareholders to enter into this Agreement and to consummate the transactions contemplated hereby, Fidelity represents and warrants to SCTC and the Selling Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF FIDELITY. Under the Sale and Servicing Agreement, the Seller will represent and warrant to, and covenant with, the Trust Depositor and for the benefit of the Trust, the Trustees, the Noteholders and the Certificateholder with respect to all the Contract Assets as provided in Sections 3.02, 3.03, 3.04 and 3.05 of the Sale and Servicing Agreement.
REPRESENTATIONS AND WARRANTIES OF FIDELITY. Except as disclosed in the Fidelity Disclosure Letter, Fidelity hereby represents and warrants to National City that:
REPRESENTATIONS AND WARRANTIES OF FIDELITY. Fidelity represents and warrants to BDEX that:
(a) Fidelity is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, has qualified to conduct business under the laws of any state in which its operations may be conducted hereunder, except to the extent that the failure to be qualified will not have a material adverse effect on the business or operations of Fidelity.
(b) There is no litigation, judgment or outstanding order, writ, injunction, decree, stipulation or award (whether rendered by a court or administrative agency, or by arbitration) pending, or to the knowledge of Fidelity threatened, to which Fidelity is or would be a party, or to which Fidelity is bound that would have an adverse effect on the ability of Fidelity to consummate its duties and obligations contemplated under this Agreement.
REPRESENTATIONS AND WARRANTIES OF FIDELITY. Fidelity represents and warrants to SNC and BB&T Financial-Virginia as follows:
3.1 CAPITAL STRUCTURE The authorized capital stock of Fidelity consists of 4,000,000 shares of common stock, par value $1.00 per share ("Fidelity Common Stock"), and 1,000,000 shares of preferred stock, par value $1.00 per share. As of August 22, 1996, there were 2,291,681 shares of Fidelity Common Stock issued and outstanding, and no other shares of capital stock, common or preferred, issued and outstanding. All outstanding shares of Fidelity Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. No other classes of capital stock of Fidelity are authorized. No shares of capital stock have been reserved for any purpose, except for (i) 114,016 shares of Fidelity Common Stock in connection with Fidelity's Stock Option Plan, and (ii) 456,044 shares of Fidelity Common Stock in connection with the Option Agreement. Except as set forth herein, there are no Rights authorized, issued or outstanding with respect to the capital stock of Fidelity. Holders of Fidelity Common Stock do not have preemptive rights. 3.2
REPRESENTATIONS AND WARRANTIES OF FIDELITY. Corporate Existence and Power . . . . . . . . . 29 Section 5.2 Corporate Authorization . . . . . . . . . . . . 29 Section 5.3
