REPRESENTATIONS AND WARRANTIES OF NORTHERN Sample Clauses

REPRESENTATIONS AND WARRANTIES OF NORTHERN. Northern hereby represents and warrants to AHIT, which representations and warranties shall be true and correct on the date hereof and at Closing.

REPRESENTATIONS AND WARRANTIES OF NORTHERN. Northern hereby represents and warrants to Cowlitz and Cowlitz Bank as follows:

REPRESENTATIONS AND WARRANTIES OF NORTHERN. NORTHERN makes the following representations and warranties to Seller as of the date hereof and as of the Effective Date:

REPRESENTATIONS AND WARRANTIES OF NORTHERN. Prior to the date hereof, Northern has delivered to First Place a schedule setting 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 of this Agreement or as an exception to one or more representations or warranties contained in Article III hereof or to one or more of its covenants contained in Article V hereof or additional agreements in Article VI hereof (“Northern Disclosure Schedules”). Northern represents and warrants to First Place and the Bank that each of the following representations and warranties in this Article III of this Agreement, which include and incorporate the exceptions set forth on the Northern Disclosure Schedules, are true and correct as of the date of this Agreement and as of the Closing Date, except to the extent such representations and warranties expressly are made as of specific date and time (in which case such representations and warranties will be true and correct as of such date and time):

REPRESENTATIONS AND WARRANTIES OF NORTHERN. ‌ Northern represents and warrants to Prophecy as follows and acknowledges that Prophecy is relying upon such representations and warranties in connection with the entering into of this Agreement and the completion of the transactions contemplated hereby:

REPRESENTATIONS AND WARRANTIES OF NORTHERN. Northern hereby represents ------------------------------------------ and warrants to LaTex as follows: (1) Northern is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Northern has the corporate right, power and authority: (i) to conduct its business and own its properties and (ii) to execute and deliver this Settlement Agreement and perform all of its obligations under the same. (2) This Settlement Agreement has been duly executed and delivered on behalf of Northern and this Settlement Agreement constitutes the legal, valid and binding obligation of Northern enforceable against it in accordance with its terms, subject, however, to bankruptcy, insolvency, fraudulent transfer, reorganization and other laws affecting creditors' rights generally and with regard to any equitable remedies, to the discretion of the court before which proceedings to obtain such remedies may be pending. (3) The making and performance by Northern of this Settlement Agreement is within its corporate powers, has been duly authorized by all necessary corporate action on the part of Northern and does not and will not (i) violate in any material respect any provision of law or any rule, regulation, order, writ, judgment, decree, or determination currently in effect having applicability to Northern or Northern's certificate of incorporation, by laws, or other governing documents, (ii) result in a material breach of or constitute a material default under any indenture, bank loan, or credit agreement or any other material agreement or instrument to which Northern is a party; and Northern is not in default under any such order, writ, judgment, decree, determination indenture, agreement, or instrument in any way that now or in the future will materially adversely affect the ability of Northern to perform its obligations under this Settlement Agreement. (4) With respect to Northern's acquisition of the Series B Preferred Stock, Northern represents and warrants to LaTex as follows: (i) Northern is an accredited Investor as defined in Section 2(15) of the Securities Act of 1933 ("1933 Act") and Rule 501(a)(3) promulgated by the Securities and Exchange Commission ("SEC") in that Northern is a corporation not formed for the specific purpose of acquiring the Series B Preferred Stock and Northern has total assets in excess of $5,000,000. (ii) Northern acknowledges that neither the Series B Preferred Stock nor the Common Shares issuable to...

REPRESENTATIONS AND WARRANTIES OF NORTHERN. Northern represents and warrants to Morris as follows: (a) Organization and Authority. Norxxxxx is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and failure to be so qualified would have a material adverse effect on Northern and its subsidiaries taken as a whole and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted. Northern is registered as a bank holding company with the Board of Governors of the Federal Reserve (the "Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). Northern has furnished Morris true and correct copies of its Articles of Incorporation xxx Xxlaws, as amended.

REPRESENTATIONS AND WARRANTIES OF NORTHERN. 14 4.1 Corporate Organization..........................................14 4.2 Capitalization..................................................14 4.3