REPRESENTATIONS AND WARRANTIES OF ICBC Sample Clauses

REPRESENTATIONS AND WARRANTIES OF ICBC. As of the date hereof, ICBC has delivered to SIB a schedule (the "ICBC Disclosure Schedule") setting forth, among other things, certain 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 V or to one or more covenants contained in Article VI; provided, however, that (i) no such item is required to be set forth in the ICBC Disclosure 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 8.3(a), and (ii) the mere inclusion of an item in the ICBC Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by ICBC that such item represents a material exception or fact, event or circumstance or that such item is or would be reasonably likely to result in a Material Adverse Effect on ICBC. ICBC hereby represents and warrants to SIB as follows:

REPRESENTATIONS AND WARRANTIES OF ICBC. (a) ICBC (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Term A Lender under the Credit Agreement, (ii) it is sophisticated with respect to decisions to acquire assets of the type represented by its Term A Commitment and either it, or the Person exercising discretion in making its decision to acquire its Term A Commitment, is experienced in acquiring assets of such type, and (iii) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and the Credit Agreement; and (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents. (b) ICBC (a) represents and warrants that (i) it meets all the requirements to be an Eligible Assignee under the Credit Agreement, (ii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Term A Lender thereunder and, to the extent of its Term A Commitment, shall have the obligations of a Term A Lender thereunder, (iii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment, and (iv) if it is a Foreign Lender, it has provided any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by ICBC together with its signature page hereto; (b) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Term A Lender; and (c) irrevocably appoints Bank of America, N.A. to act on its behalf as the Administrative Agent under the Credit Agreement and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exerc...

REPRESENTATIONS AND WARRANTIES OF ICBC. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in a paragraph of its Disclosure Schedule corresponding to the relevant paragraph below, ICBC hereby represents and warrants to First Citizens:

REPRESENTATIONS AND WARRANTIES OF ICBC. 5.1 Corporate Organization 27 5.2 Capitalization 27 5.3 Authority; No Violation 28 5.4 Consents and Approvals 29 5.5 Reports 30 5.6 Financial Statements 30 5.7 Broker's Fees 31 5.8 Absence of Certain Changes or Events 31 5.9 Legal Proceedings 31 5.10 Taxes 31 5.11 Employees 32 5.12 SEC Reports 33 5.13 ICBC Information 33 5.14 Compliance with Applicable Law 33 5.15 Ownership of Company Common Stock 33 5.16 Agreements with Regulatory Agencies 34 5.17 Opinion 34 5.18 Environmental Matters 34 5.19 Loan Portfolio 35

REPRESENTATIONS AND WARRANTIES OF ICBC. Subject to Article III, ICBC hereby represents and warrants to the Company (subject to the ICBC Disclosure Schedule) as follows:

REPRESENTATIONS AND WARRANTIES OF ICBC