Representations and Warranties of Long Island Bancorp, Inc Sample Clauses

Representations and Warranties of Long Island Bancorp, Inc. Long Island Bancorp, Inc. hereby represents, warrants and covenants to the Trust as follows: (a) Organization and Corporate Power. Long Island Bancorp, Inc. has been duly incorporated and is validly existing in good standing under the laws of the State of Delaware; Long Island Bancorp, Inc. has the corporate power and authority to own and lease its property and to conduct its business as it is currently being conducted and to perform this Agreement, the Pledge Agreement by and between the Trustee and Long Island Bancorp, Inc. dated the date hereof (the "Pledge Agreement") and the Stock Order and Acknowledgment Form, as amended, by and between the Trustee and Long Island Bancorp, Inc. (the "Stock Order Form"). The Bank, as of the date hereof, is duly organized and in existence under the laws of the United States of America as a federally chartered savings bank of stock form, with its charter in full force and effect; the Office of Thrift Supervision has not appointed a conservator or receiver for the Bank; and the Bank has the corporate power and authority to own and lease its property and to conduct its business as it is currently being conducted and to perform this Agreement and the Trust Agreement. (This Agreement, the Pledge Agreement, the Stock Order Form and the Trust Agreement are hereinafter collectively referred to as the "ESOP Documents.")
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Related to Representations and Warranties of Long Island Bancorp, Inc

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant to the Company as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder 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 the Assignee The Assignee hereby represents and warrants to the Assignor as follows:

  • Representations and Warranties of Loan Parties Each of the Loan Parties represents and warrants, as of the Amendment Effective Date, as follows: (a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment. (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. (d) The representations and warranties set forth in Article V of the Credit Agreement shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct (subject to the materiality qualifications set forth therein) and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, and except that for purposes of this Section 3.2(d), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively. (e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (f) The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens. (g) The Loans and other amounts payable by Borrower pursuant to the Credit Agreement are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

  • Representations and Warranties of Bank Bank warrants and represents to FTDI and the Funds that: a) Bank is a "bank" as defined in section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the "1934 Act");

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

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