Common use of Representations and Warranties of Trident Clause in Contracts

Representations and Warranties of Trident. Trident represents and ----------------------------------------- warrants to the Company and the Bank that: (a) Trident is registered as a broker-dealer with the Commission and is in good standing with the NASD. (b) Trident is validly existing as a corporation under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company and the Bank hereunder. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Trident, and this Agreement is a legal, valid and binding obligation of Trident, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or the rights of creditors of registered broker-dealers the accounts of whom may be insured by the Securities Investor Protection Corporation or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 8 and 9 hereof may be unenforceable as against public policy or Section 23A). (d) Each of Trident and, to Trident's knowledge, its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Trident shall be duly authorized and shall have all licenses, approvals and permits necessary to perform such services; and Trident is a registered selling agent in such jurisdictions in which the Company is relying on such registration for the sale of the Shares, and will remain registered in such jurisdictions until the Conversion is consummated or terminated. (e) The execution and delivery of this Agreement by Trident, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not conflict with the corporate charter or bylaws of Trident or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Trident is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree in injunction by which Trident is bound. (f) Any funds received by Trident to purchase Common Stock will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended ("1934 Act"). (g) There is not now pending or, to Trident's knowledge, threatened against Trident any action or proceeding before the SEC, NASD, any state securities commission or any state or federal court concerning Trident's activities as a broker-dealer.

Representations and Warranties of Trident. Trident represents and ----------------------------------------- warrants to the Company and the Bank Primary Parties that: (a) Trident is registered as a broker-dealer with the Commission and no withdrawal of its registration is pending or, to the knowledge of Trident, threatened. Trident is in good standing with the Commission and the NASD. (b) Trident is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company and the Bank hereunder. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Trident, and this Agreement is a legal, valid and binding obligation of Trident, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or the rights of creditors of registered broker-dealers the accounts of whom may be insured protected by the Securities Investor Protection Corporation or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 8 6 and 9 7 hereof may be unenforceable as against public policy or Section 23A)policy. Trident has all corporate power and authority necessary to perform all of its obligations under this Agreement. (d) Each of Trident and, to Trident's knowledge, each of its employees, agents and or representatives who shall perform any of the services required hereunder to be performed by Trident shall be duly Trident, is authorized and shall have has all licenses, approvals and permits necessary to perform such services; and the services to be rendered by it pursuant to this Agreement. Trident is a registered selling agent in the jurisdictions listed on Exhibit B hereto and no withdrawal of its registration is pending or, to the knowledge of Trident, threatened. Trident will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Shares, and will remain registered in such jurisdictions until the Conversion and Reorganization is consummated or terminated. (e) The execution and delivery of this Agreement by Trident, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate charter or bylaws of Trident or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument to which Trident is a party or by which Trident it or its property is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree in decree, injunction or order by which Trident is bound, except where such events would not materially and adversely affect the financial condition or operations of Trident. (f) Any funds received by Trident to purchase Common Stock Shares will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended ("1934 Exchange Act"). (g) There is not now pending or, to Trident's knowledge, threatened against Trident any No action or proceeding before the SECCommission, the NASD, any state securities commission or any state or federal court is pending or, to Trident's best knowledge, threatened concerning Trident's activities as a broker-dealerdealer (provided that for this purpose, Trident shall not regard any action as "threatened" unless the Commission, the NASD, or any state securities Trident Securities, Inc. Page 14 commission or such court has manifested to the management of Trident or to its counsel the present intention to initiate such action or proceeding). (h) No action, suit, charge or proceeding is pending or, to the knowledge of Trident, threatened against Trident which, if determined adversely to Trident, would have a material adverse effect upon the ability of Trident to perform its obligations under this Agreement.

Representations and Warranties of Trident. Trident represents and ----------------------------------------- warrants to the Company and the Bank Primary Parties that: (a) Trident is registered as a broker-dealer with the Commission and no withdrawal of its registration is pending or, to the knowledge of Trident, threatened. Trident is in good standing with the Commission and the NASD. (b) Trident is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company and the Bank hereunder. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Trident, and this Agreement is a legal, valid and binding obligation of Trident, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or the rights of creditors of registered broker-dealers the accounts of whom whose may be insured protected by the Securities Investor Protection Corporation or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Sections 8 6 and 9 7 hereof may be unenforceable as against public policy or Section 23A)policy. Trident has all corporate power and authority necessary to perform all of its obligations under this Agreement. (d) Each of Trident and, to Trident's knowledge, its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Trident shall be duly is authorized and shall have has all licenses, approvals and permits necessary to perform such services; the services to be rendered by it pursuant to this Agreement, and Trident is a registered selling agent in the jurisdictions in which the Shares will be offered for sale and no withdrawal of its registration is pending or, to the knowledge of Trident, threatened. Trident will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Shares, and will remain registered in such jurisdictions until the Conversion and Reorganization is consummated or terminated. (e) The execution and delivery of this Agreement by Trident, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate charter or bylaws of Trident or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by to which Trident is bound a party or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree in injunction by which Trident it or its property is bound, except where such events would not materially and adversely affect the financial conditions or operations of Trident. (f) Any funds received by Trident to purchase Common Stock Shares will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended ("1934 Exchange Act"). (g) There is not now pending or, to Trident's knowledge, threatened against Trident any No action or proceeding before the SECCommission, the NASD, any state securities commission or any state or federal court is pending, or to Trident's best knowledge, threatened concerning Trident's activities as a broker-dealerdealer (provided that for this purpose, Trident shall not regard any action as "threatened" unless the Commission, the NASD, or any state securities commission or such court has manifested to the management of Trident or to its counsel the present intention to initiate such action or proceeding). (h) No action, suit, charge or proceeding is pending, or to the knowledge of Trident, threatened, against Trident which, if determined adversely to Trident, would have a material adverse effect upon the ability of Trident to perform its obligations under this Agreement.