REPRESENTATIONS AND WARRANTIES OF FIFTH THIRD. Fifth Third represents and warrants to Emerald that as of the date hereof or as of the indicated date, as appropriate:
A. Fifth Third is duly incorporated, validly existing and in good standing as a corporation under the corporation laws of the State of Ohio, is a registered bank holding company under the Bank Holding Company Act of 1956, as amended, and is duly authorized to conduct the business in which it is engaged, and Fifth Third Bank, N.W., is a national banking association validly existing and in good standing as a corporation under the laws of the United States of America and is duly authorized to conduct the business in which it is engaged.
B. Pursuant to Fifth Third's Second Amended Articles of Incorporation, as amended, the total number of shares of capital stock Fifth Third is authorized to have outstanding is 300,500,000 of which 300,000,000 shares are classified as Common Stock without par value ("Fifth Third Common Stock") and 500,000 shares are classified as Preferred Stock without par value. Pursuant to its Proxy Statement sent to its shareholders and filed with the SEC on February 9, 1999, Fifth Third proposed to increase the authorized number of shares from 300,000,000 shares to 500,000,000 shares. As of the close of business on February 1, 1999, 267,147,048 shares of Fifth Third Common Stock were issued and outstanding and 681,214 shares were held in its treasury. As of the date of this Agreement, no shares of its Preferred Stock have been issued. Fifth Third does not have outstanding any stock options, subscription rights, warrants or other securities entitling the holders to subscribe for or purchase any shares of its capital stock other than options granted and to be granted to employees and Directors under its stock option plans. At February 1, 1999, (a) 13,332,886 shares of Fifth Third Common Stock were reserved for issuance in connection with outstanding options granted under it stock option plans and 11,102,535 shares were reserved for issuance under options to be granted in the future, (b) 1,420,000 shares of Fifth Third Common Stock were reserved for the issuance to the shareholders of Ashland Bankshares, Inc., (c) 1,800,000 shares of Fifth Third Common Stock were reserved for the issuance to the shareholders of Enterprise Federal Bancorp, Inc., and (d) 443,000 shares of Fifth Third Common Stock were reserved for the issuance to the shareholders of South Florida Bank Holding Corporation.
C. All shares of Fifth Third Common Sto...
REPRESENTATIONS AND WARRANTIES OF FIFTH THIRD. Except as otherwise disclosed in (a) the Fifth Third Reports (as defined below) filed prior to the date hereof or (b) the disclosure schedule (the “Fifth Third Disclosure Schedule”) delivered by Fifth Third to First National Bankshares prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article III or to one or more of Fifth Third’s covenants contained in Article V, provided, however, that, notwithstanding anything in this Agreement to the contrary, (i) no such item is required to be set forth in such schedule as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 9.2, (ii) the mere inclusion of an item in such schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect (as defined below) on Fifth Third and (iii) items shall be disclosed on such schedule under enumerated portions of such schedule corresponding to the section of this Agreement to which such disclosure relates (provided that disclosure under any enumerated portion of such schedule shall be deemed to apply to any other section of this Agreement to which it is readily apparent from the face of such disclosure that such disclosure applies), Fifth Third hereby represents and warrants to First National Bankshares as follows:
REPRESENTATIONS AND WARRANTIES OF FIFTH THIRD. Except as disclosed in (i) the Fifth Third disclosure schedule delivered to Old Kent prior to the execution of this Agreement (the "Fifth Third Disclosure Schedule") or (ii) the Fifth Third Reports filed prior to the date hereof, Fifth Third represents and warrants to Old Kent as follows:
REPRESENTATIONS AND WARRANTIES OF FIFTH THIRD. Fifth Third represents and warrants to CNB Bancshares that as of the date hereof or as of the indicated date, as appropriate, subject to the standard set forth in Section I.S.:
REPRESENTATIONS AND WARRANTIES OF FIFTH THIRD. Each of Fifth Third and --------------------------------------------- each Fifth Third Fund jointly and severally represent and warrant to and agree with Kent and each Kent Fund that:
(a) Fifth Third is a business trust validly existing under the laws of The Commonwealth of Massachusetts and has power to carry on its business as it is now being conducted and to carry out this Agreement. Fifth Third and each Fifth Third Fund is not required to qualify as a foreign association in any jurisdiction. Fifth Third and each Fifth Third Fund has all necessary federal, state and local authorizations to own all of its properties and assets and to carry on its business as now being conducted and to fulfill the terms of this Agreement, except as set forth in Section 2(i).
(b) Fifth Third is registered under the 1940 Act as an open-end management investment company, and such registration has not been revoked or rescinded and is in full force and effect. Each Fifth Third Fund that has had active operations prior to the Exchange Date, has elected to qualify and has qualified as a regulated investment company under Part I of Subchapter M of the Code, as of and since its first taxable year, and qualifies and intends to continue to qualify as a regulated investment company for its current tax year. Each Fifth Third Fund that has had actual operations prior to the Exchange Date has been a regulated investment company under such sections of the Code at all times since its inception. Fifth Third Large Cap Value, Fifth Third Equity Index, Fifth Third Large Cap Growth, Fifth Third Small Cap Growth, Fifth Third International GDP, Fifth Third Municipal Bond, Fifth Third Michigan Municipal Bond, Fifth Third Institutional Government Money Market, Fifth Third Michigan Municipal Money Market, Fifth Third Institutional Money Market and Fifth Third Short Term Bond which have not had active operations prior to the Exchange Date, intend to qualify as regulated investment companies under Part I of Subchapter M of the Code.
(c) The statements of assets and liabilities, statements of operations, statements of changes in net assets and schedules of investments (indicating their market values) for each Fifth Third Fund for the year ended July 31, 2000, such statements and schedules having been audited by Xxxxxx Xxxxxxxx LLP, independent accountants to Fifth Third, have been furnished to Kent. Such financial statements present fairly the financial position of Fifth Third as of the dates indicate...
REPRESENTATIONS AND WARRANTIES OF FIFTH THIRD. Fifth Third represents and warrants to CitFed Bancorp that as of the date hereof or as of the indicated date, as appropriate:
A. Fifth Third is duly incorporated, validly existing and in good standing as a corporation under the corporation laws of the State of Ohio, is a registered bank holding company under the Bank Holding Company Act of 1956, as amended, and is duly authorized to conduct the business in which it is engaged, and The Fifth Third Bank is duly incorporated, validly existing and in good standing as a corporation under the laws of the State of Ohio and is duly authorized to conduct the business in which it is engaged.
REPRESENTATIONS AND WARRANTIES OF FIFTH THIRD. Fifth Third represents and warrants to Peoples Bank Corporation that as of the date hereof or as of the indicated date, as appropriate:
REPRESENTATIONS AND WARRANTIES OF FIFTH THIRD. 22 A. ORGANIZATION...........................................................22 B. CAPITALIZATION.........................................................22
REPRESENTATIONS AND WARRANTIES OF FIFTH THIRD. Fifth Third hereby represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF FIFTH THIRD. Fifth Third represents and warrants to BISYS that:
(a) Fifth Third is a corporation duly incorporated and validly existing under the laws of Ohio, and Fifth Third has full capacity and authority to enter into this agreement and to carry out its obligations under the Administration Agreement and hereunder with respect to the Company
(b) It has all necessary authorizations, licenses and permits to carry out its business as currently conducted;
(c) It is in compliance in all material respects with all laws and regulations applicable to its business and operations;
(d) This Agreement has been duly authorized by Fifth Third and the Company and, when executed and delivered by Fifth Third, will constitute a legal, valid and binding obligation of Fifth Third, enforceable against Fifth Third in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the right and remedies of creditors and secured parties; and
(e) Fifth Third represents and warrants that it has presented this Agreement to, together with any information requested by, the Board of Trustees of the Company, and the Board of Trustees of the Company has approved this Agreement. Fifth Third shall provide BISYS with copies of the resolutions evidencing such approval prior to the effective date of this Agreement.
