REPRESENTATIONS AND WARRANTIES OF FIRST FEDERAL Sample Clauses

REPRESENTATIONS AND WARRANTIES OF FIRST FEDERAL. First Federal hereby represents and warrants to Frankfort First that:
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REPRESENTATIONS AND WARRANTIES OF FIRST FEDERAL. 39 5.1 Organization and Capitalization; Business...................................... 39 5.2 Authorization; Enforceability.................................................. 40 5.3 No Violation or Conflict....................................................... 40 5.4 Litigation..................................................................... 40 5.5 Brokers........................................................................ 41 5.6
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REPRESENTATIONS AND WARRANTIES OF FIRST FEDERAL. Each of the representations and warranties of First Federal and Merger Corp. contained in Article V of this Agreement, after giving effect to any First Federal Disclosure Schedule Change, shall be true and correct as of the Effective Time with the same force and effect as though made on and as of the Effective Time, except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of such date), and except for those breaches which individually or in the aggregate do not or would not be reasonably likely to have a Material Adverse Effect on First Federal.
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REPRESENTATIONS AND WARRANTIES OF FIRST FEDERAL. First Federal hereby represents and warrants to the Company and Mid-Iowa as follows:
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REPRESENTATIONS AND WARRANTIES OF FIRST FEDERAL. First Federal hereby represents and warrants as follows: 4.1 First Federal is a capital stock thrift institution duly organized, validly existing and in good standing under the laws of the United States of America, and is duly authorized to carry on its business as it is now being conducted. 4.2 The authorized capital stock of First Federal consists on the date hereof of three million shares of First Federal Common Stock, par value $.01 per share, of which 239,612 shares are issued and outstanding, and one million shares of serial preferred stock, of which 87,263 shares are issued and outstanding. 4.3 Compliance with the terms and provisions of this Agreement by First Federal will not conflict with, constitute a default under or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree or ruling of any court or governmental authority, domestic or foreign, or of any agreement or instrument to which First Federal is a party. 4.4 The execution, delivery and performance of this Agreement have been duly authorized by the Board of Directors of First Federal. 4.5 First Federal has complete and unrestricted power to enter into and to consummate the transactions contemplated by this Agreement, subject to the provisions of Section 7.3 hereof.
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REPRESENTATIONS AND WARRANTIES OF FIRST FEDERAL. 20 4.1. Corporate Organization.. . . . . . . . . . . . . . 20 4.2. Authorization. . . . . . . . . . . . . . . . . . . 21 4.3. No Violation.. . . . . . . . . . . . . . . . . . . 21 4.4. Consents and Approvals.. . . . . . . . . . . . . . 21 4.5. Information Supplied for Inclusion in the Company Proxy Statement. . . . . . . . . . . . . . 21 4.6. Cash Payment.. . . . . . . . . . . . . . . . . . . 22 4.7. Accuracy of Information. . . . . . . . . . . . . . 22 4.8. Regulatory Approvals and No Adverse Change.. . . . 22
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REPRESENTATIONS AND WARRANTIES OF FIRST FEDERAL. First Federal hereby represents and warrants to the Company and Xxxxxxxx as follows:
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REPRESENTATIONS AND WARRANTIES OF FIRST FEDERAL. First Federal represents and warrants to Park that each of the following statements is true and accurate:
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REPRESENTATIONS AND WARRANTIES OF FIRST FEDERAL. 21 4.1. Corporate Organization.................................... 21 4.2. Authorization............................................. 21 4.3. No Violation.............................................. 22 4.4. Consents and Approvals.................................... 22 4.5. Information Supplied for Inclusion in the Company Proxy Statement........................................... 22 4.6. Accuracy of Information................................... 22 4.7. Regulatory Approvals and No Adverse Change................ 22 ARTICLE V................................................................ 23
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Related to REPRESENTATIONS AND WARRANTIES OF FIRST FEDERAL

  • REPRESENTATIONS AND WARRANTIES OF LOCAL CHURCH The Local Church represents and warrants to the Annual Conference as of the date hereof and the Disaffiliation Date as follows:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

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

  • Representations and Warranties of the Bank The Bank represents and warrants to the Fund that: 3.01 It is a trust company duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts. 3.02 It is duly qualified to carry on its business in the Commonwealth of Massachusetts. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

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

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer that:

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