Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants to Continental, the Investors, the Paying Agent and the Pass Through Trustee as follows:
(i) it is a national banking association duly organized and validly existing in good standing under the laws of the United States of America;
(ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement and the Deposit Agreement;
(iii) the execution, delivery and performance of each of this Agreement and the Deposit Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and each such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof or thereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors' rights generally (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement or the Deposit Agreement;
(v) neither the execution, delivery or performance by it of this Agreement or the Deposit Agreement, nor compliance with the terms and provisions hereof or thereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its proper...
Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants that:
Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants to United, the Investors, the Paying Agent and the Pass Through Trustee as follows:
(i) it is a national banking association duly organized and validly existing in good standing under the laws of the United States of America;
(ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement, the Deposit Agreement and any Replacement Deposit Agreement;
(iii) the execution, delivery and performance of each of this Agreement, the Deposit Agreement and any Replacement Deposit Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and each such document (other than a Replacement Deposit Agreement) has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof or thereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors’ rights generally (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the execution, delivery or performance by it of this Agreement, the Deposit Agreement or any Replacement Deposit Agreement;
(v) neither the execution, delivery or performance by it of this Agreement, the Deposit Agreement or any Replacement Deposit Agreement, nor compliance with the terms and provisions hereof or thereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, Escrow Agreement 2014-1B writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument t...
Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants to the Investor that:
Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants to Continental, the Investors, the Paying Agent and the Pass Through Trustee as follows:
(i) it is a national banking association duly organized and validly existing in good standing under the laws of the United States of America;
(ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement, the Deposit Agreement and any Replacement Deposit Agreement;
(iii) the execution, delivery and performance of each of this Agreement, the Deposit Agreement and any Replacement Deposit Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and each such document (other than a Replacement Deposit Agreement) has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in
Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants to Atlas, the Investors, the Paying Agent and the Pass Through Trustee as follows:
(i) it is a national banking association duly organized and validly existing in good standing under the laws of the United States of America;
(ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement and the Deposit Agreement;
(iii) the execution, delivery and performance of each of this Agreement and the Deposit Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and each such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations
Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants to X’Xxxxx and the Company that:
(i) The Escrow Agent is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America.
(ii) The Escrow Agent has full power, authority and legal right to execute, deliver and perform this Escrow Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Escrow Agreement.
(iii) This Escrow Agreement has been duly executed and delivered by the Escrow Agent, and, assuming the due execution and delivery by the other Parties hereto, constitutes the valid, legal and binding agreement of the Escrow Agent.
(iv) The execution, delivery and performance by the Escrow Agent of this Escrow Agreement will not violate any provision or any law or regulation governing the Escrow Agent.
Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants to United, the Investors, the Paying Agent and the Pass Through Trustee as follows:(i) it is a national banking association duly organized and validly existing in good standing under the laws of the United States of America;
Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants to the Issuer and the Underwriter that (i) the Escrow Agent is a “bank” within the meaning of Section 3(a)(6) of the Securities Act of 1934 (the “Exchange Act”) and (ii) the material facts and conditions relied upon by the Securities and Exchange Commission in concluding that the Escrow Agent may receive customer funds pursuant to Rule 15c2-4 under the Exchange Act in the no-action letter dated May 9, 1989, previously provided to the Issuer and the Underwriter remain true and correct as of the date hereof and shall remain true and correct during the Offering Period and any Extension Period.
Representations and Warranties of the Escrow Agent. The Escrow Agent covenants and hereby represents and warrants to the Company and the Underwriter as of the Reservation Acceptance of each Offering that it is a duly organized and validly existing “bank” as defined under Exchange Act Section 3(a)(6) and as required under Exchange Act Rule 15c2-4.
