REPRESENTATIONS AND WARRANTIES OF TARGET AND TARGET BANK Sample Clauses

REPRESENTATIONS AND WARRANTIES OF TARGET AND TARGET BANK. Target hereby represents and warrants to Purchaser as follows:
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REPRESENTATIONS AND WARRANTIES OF TARGET AND TARGET BANK. Target and Target Bank represent and warrant to Acquiror and Bank as follows:
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REPRESENTATIONS AND WARRANTIES OF TARGET AND TARGET BANK. SECTION 4.1 Organization, Standing and Power 8 SECTION 4.2 Authority; No Breach 9 SECTION 4.3 Capital Stock 10 SECTION 4.4 Target Subsidiary 10 SECTION 4.5 Financial Statements 10 SECTION 4.6 Absence of Undisclosed Liabilities 11 SECTION 4.7 Absence of Certain Changes or Events 11 SECTION 4.8 Tax Matters 11 SECTION 4.9 Target Allowance for Possible Loan Losses 12 SECTION 4.10 Assets 13 SECTION 4.11 Environmental Matters 13 SECTION 4.12 Compliance with Laws 14 SECTION 4.13 Labor Relations 16 SECTION 4.14 Employee Benefit Plans 16 SECTION 4.15 Material Contracts 18 SECTION 4.16 Legal Proceedings 19 SECTION 4.17 Reports 19 SECTION 4.18 Statements True and Correct 19 SECTION 4.19 Tax and Regulatory Matters 20 SECTION 4.20 Intellectual Property 20 SECTION 4.21 Charter Provisions 21 SECTION 4.22 State Takeover Laws 21 SECTION 4.23 Derivatives 21 SECTION 4.24 Community Reinvestment Act 21 SECTION 4.25 Privacy of Customer Information 21 SECTION 4.26 Technology Systems 21 SECTION 4.27 Opinion of Financial Advisor 22 SECTION 4.28 Board Recommendation 22
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REPRESENTATIONS AND WARRANTIES OF TARGET AND TARGET BANK. 5.1 Organization, Standing, and Power 5.2 Authority of Target; No Breach By Agreement 5.3 Capital Stock 5.4 Target Subsidiaries 5.5 SEC Filings; Financial Statements 5.6 Absence of Undisclosed Liabilities 5.7 Loan and Investment Portfolios 5.8 Absence of Certain Changes or Events 5.9 Tax Matters 5.10 Allowance for Possible Loan Losses 5.11 Assets 5.12 Intellectual Property 5.13 Environmental Matters 5.14 Compliance with Laws 5.15 Labor Relations 5.16 Employee Benefit Plans 5.17 Material Contracts 5.18 Legal Proceedings 5.19 Reports 5.20 Accounting, Tax and Regulatory Matters 5.21 Internal Accounting and Disclosure Controls 5.22 Community Reinvestment Act 5.23 Privacy of Customer Information 5.24 Technology Systems 5.25 Bank Secrecy Act Compliance 5.26 Target Disclosure Memorandum 5.27 Board Recommendation 5.28 Opinion of Financial Advisor ARTICLE 6
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Related to REPRESENTATIONS AND WARRANTIES OF TARGET AND TARGET BANK

  • REPRESENTATIONS AND WARRANTIES OF TARGET 8 2.1 Organization, Standing and Power................................ 8 2.2

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

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

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

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • Representations and Warranties of the Parties (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

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