Representations and Warranties of IBC. IBC represents and warrants to, and agrees with, the Underwriters and the Company that:
(a) IBC meets the requirements for the use of a Form S-3 under the Securities Act of 1933, as amended (the "Act"). A registration statement on Form S-3 (File No. 333-27961), including a preliminary form of prospectus, relating to the IBC Shares has been filed with the Commission and either (i) has been declared effective under the Act, and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If IBC does not propose to amend such registration statement and if any post-effective amendment to such registration statement has been filed with the Commission prior to the execution and delivery of this Underwriting Agreement ("Agreement"), the most recent such amendment has been declared effective by the Commission. For purposes of this Agreement, "IBC Effective Time" means (i) if IBC has advised the Underwriters that it does not propose to amend such registration statement, the date and time as of which such registration statement or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission, or (ii) if IBC has advised the Underwriters that it proposes to file an amendment or post- effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post- effective amendment, as the case may be, is declared effective by Commission. "IBC Effective Date" means the date of the IBC Effective Time. Such registration statement, as amended at the Effective Time (including all material incorporated by reference therein and including all information (if any) deemed to be a part of such registration statement as of the IBC Effective Time pursuant to Rule 430A(b) under the Act), is hereinafter referred to as the "IBC Registration Statement" and the form of prospectus relating to the IBC Shares attached to the Company Prospectus (as hereinafter defined), as first filed with the Commission pursuant to and in accordance with Rule 424(b) under the Act ("Rule 424(b)") or (if no such filing is required) as included in the IBC Registration Statement, including all material incorporated by reference in such prospectus, is hereinafter referred to as the "IBC Prospectus." Copies of such registration statement and amendments and of each related preliminary prospectus ("Preli...
Representations and Warranties of IBC. IBC hereby represents and warrants to Xxxxxxx as follows:
(a) IBC has all requisite legal and corporate power to execute and deliver this Repurchase Agreement and to carry out and perform its obligations under the terms of this Repurchase Agreement.
(b) The execution and delivery of this Repurchase Agreement, and the consummation of the transactions herein provided, do not and will not violate any agreement binding upon IBC, and this Agreement is the valid and binding agreement of IBC, enforceable against IBC in accordance with its terms subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, general equity principles and limitations on rights to indemnity.
Representations and Warranties of IBC. IBC represents and warrants to Sellers as follows:
(a) IBC has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by IBC, and constitutes the valid and binding agreement of IBC, enforceable in accordance with its terms, except as such enforcement may be limited by laws affecting or relating to creditors' rights generally, and to general principles of equity.
(b) The execution and delivery of this Agreement by IBC does not violate, conflict with or result in a breach of any provision of, or constitute a default under the Certificate of Incorporation of IBC, nor any agreement or law applicable to IBC. No consents, approvals or filings are required prior to or to authorize the purchase of the Offered Shares as herein contemplated.
Representations and Warranties of IBC. 16 SECTION 4.1 Organization and Authority...................... 16 SECTION 4.2 Authority Relative to Agreement................. 16 SECTION 4.3 Consents and Approvals.......................... 17 SECTION 4.4 Representations Not Misleading.................. 18
Representations and Warranties of IBC. IBC hereby makes the representations and warranties set forth in this Article IV to University.
Representations and Warranties of IBC. Except as otherwise set forth in the IBC disclosure memorandum ("IBC Disclosure Memorandum") previously delivered to MSB, IBC represents and warrants to MSB that:
Representations and Warranties of IBC. Except as set forth in the Disclosure Schedule delivered by IBC to LFC prior to the execution of this Agreement (the “IBC Disclosure Schedule”), IBC represents and warrants to LFC as follows:
Representations and Warranties of IBC. IBC represents and warrants -------------------------------------- to Sellers as follows:
(a) IBC has full corporate power and authority to enter into and consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by IBC, and constitutes the valid and binding agreement of IBC, enforceable in accordance with its terms, except as such enforcement may be limited by laws affecting or relating to creditors' rights generally, and to general principles of equity.
(b) The execution and delivery of this Agreement by IBC does not violate, conflict with or result in a breach of any provision of, or constitute a default under the Certificate of Incorporation of IBC, nor any agreement or law applicable to IBC. No consents, approvals or filings are required prior to or to authorize the purchase of the Offered Shares as herein contemplated.
Representations and Warranties of IBC. Xxxxxxx and Kirshner, who have been in the control of the operations of IBC as a subsidiary of the Company, jointly and severally represents and warrants to each of the Parent and the Company that, except as set forth in the letter, which will be delivered by Xxxxxxx and Xxxxxxxx to the Parent and the Company together with this Agreement (the “IBC Disclosure Letter”):
Representations and Warranties of IBC. IBC represents, warrants and agrees as follows:
