Representations and Warranties of SSI. SSI represents and warrants to CISC that:
(a) It is a corporation duly organized and existing in good standing under the laws of the Commonwealth of Massachusetts;
(b) It is duly qualified to carry on its business in the State of Illinois;
(c) It is empowered under applicable state and federal laws and by its Articles of Organization and By-Laws to enter into and perform the services contemplated in this Agreement and in the Transfer Agent Agreement and it is in compliance and shall continue during the term of this Agreement to be in compliance with the Transfer Agent Agreement and all such applicable laws;
(d) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
(e) It has and shall continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement and the Transfer Agent Agreement; and
(f) It has filed a Registration Statement on SEC Form TA- 1 and will file timely an amendment to same respecting this Sub-Transfer Agent Agreement with the Securities and Exchange Commission; it is duly registered as a Transfer Agent as provided in Section 17Ac of the Securities Exchange Act of 1934; and it will remain so registered and comply with all state and federal laws and regulations relating to transfer agents throughout the term of this Agreement.
Representations and Warranties of SSI. SSI represents and warrants that:
(a) it is a securities broker-dealer duly licensed and registered pursuant to federal and state securities laws rules and regulations;
(b) it has the authority and ability to provide the services contemplated in this Agreement; and
(c) it is a member in good standing with the NASD and is in good standing with all states within which it is registered to conduct securities business.
Representations and Warranties of SSI. SSI hereby represents and warrants to MSD that: (i) SSI has all requisite authority to enter into and perform its obligations under this Agreement, (ii) the execution and delivery of this Agreement by SSI has been duly authorized by the Board and no further action of the Board or shareholders of SSI is necessary or required for SSI to perform its obligations, (iii) this Agreement constitutes a valid and binding obligation of SSI, enforceable against SSI in accordance with its terms, (iv) neither the execution and delivery of this Agreement by SSI, nor the consummation of the transactions contemplated hereby, will violate, conflict with or constitute a breach of any charter or formation document, agreement, instrument or restriction to which SSI is a party or by which SSI is bound, in each case (A) except as would not adversely affect SSI’s obligations hereunder, (B) subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (C) subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and (v) the Board has approved the Acquisition subject to the terms and conditions of this Agreement as set forth in the resolutions of the Board attached hereto as Exhibit A.
Representations and Warranties of SSI. As a material inducement for VASCO to enter into and perform its obligations under this Agreement, SSI hereby represents and warrants to VASCO as follows:
Representations and Warranties of SSI. As of each Exchange ------------------------------------- Date, SSI shall be deemed to have made the following representations and warranties to the Company:
Representations and Warranties of SSI. SSI represents and warrants to BHOO and Sub as follows: (a) Organization, Standing and Power(a) Organization, Standing and Power. Each of SSI and its Subsidiaries (as defined below) is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its state or jurisdiction of incorporation or organization, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect (as defined below) on SSI. SSI has heretofore delivered to BHOO complete and correct copies of its Articles of Incorporation and Bylaws, each as amended to the date hereof. SSI and all Subsidiaries of SSI and their respective jurisdictions of incorporation or organization, percentage ownership by SSI and jurisdiction where qualified to do business are identified on Schedule 3.1(a). As used in this Agreement, "Subsidiary" means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which: (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which are held by such party or any Subsidiary of such party that do not have a majority of the voting interest in such partnership); or (ii) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is, directly or indirectly, owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and any one or more of its Subsidiaries. As used in this Agreement: a "Material Adverse Effect" or "Material Adverse Change" shall mean, in respect of SSI or BHOO, as the case may be, any effect or change that is or, as far as can be reasonably determined, is reasonably likely to be, materially adverse to (i) the condition (financial or otherwise) of such party and its Subsidiaries taken as a whole (including the results of operations, financial condition or prospects thereof) or th...
Representations and Warranties of SSI. SSI hereby represents and warrants to each of HOLL and Acquisition Sub, subject to the exceptions set forth in the Xxxclosure Schedules delivered by SSI to HOLL that:
Representations and Warranties of SSI. SSI represents and warrants that:
6.1. CORPORATE ORGANIZATION AND GOOD STANDING. SSI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Michigan and is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification.
Representations and Warranties of SSI. 16 4.1. Organization...................................................16 4.2. Authorization for Agreement....................................16 4.3. Conflict with other Instruments; Absence of Restrictions.......16 4.4. Government and Third-Party Approvals...........................17 4.5. Legal Proceedings..............................................17
Representations and Warranties of SSI. 2.1 Corporate Status. SSI is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Virginia, with adequate power and authority to own or lease its properties and to carry on its business as presently conducted. SSI is in good standing as a foreign corporation, and is licensed or qualified to transact business, in every jurisdiction in which the nature of the properties owned or leased by SSI or the business transacted by SSI, requires it to be so licensed or qualified.
