Representations and Warranties of University. University represents and warrants as follows:
Representations and Warranties of University. UNIVERSITY hereby represents and warrants to ITC as follows:
Representations and Warranties of University. University hereby represents and warrants to Licensee as follows:
Representations and Warranties of University. Except (a) as disclosed in the disclosure schedule delivered by Chemical to TCF concurrently herewith (the “Chemical Disclosure Schedule”); provided that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Chemical Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Chemical that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on Chemical, and (iii) any disclosures made with respect to a section of Article IV shall be deemed to qualify (1) any other section of Article IV specifically referenced or cross-referenced and (2) other sections of Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, or (b) as disclosed in any Chemical Reports filed with or furnished to the SEC by Chemical after January 1, 2018 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), Chemical hereby represents and warrants to TCF as follows:
Representations and Warranties of University. UNIVERSITY hereby represents and warrants to the Corporation as of the Closing as follows.
Representations and Warranties of University. University represents and warrants that (1) University has the power and authority to enter into and perform this Agreement; (2) The individual signing for University is authorized to execute this Agreement on behalf of University; (3) This Agreement, when executed and delivered, will be valid and binding obligation of University, enforceable in accordance with its terms.
Representations and Warranties of University. University hereby represents and warrants to KentuckyOne as of the Effective Date and as of the Restructuring Date to those matters set forth in this Article IX.
Representations and Warranties of University. The University represents and warrants to Company that, to the best of its knowledge:
Representations and Warranties of University. (a) The University represents that the execution and delivery of this First Amendment to Loan Agreement has been duly authorized by the Board of Trustees of the University and has been duly executed and delivered by the University. Assuming the due authorization, execution and delivery by the Authority, this First Amendment to Loan Agreement is a valid and binding obligation of the University, enforceable against the University in accordance with its terms.
Representations and Warranties of University. 28 4.1 Corporate Organization 29 4.2 Capitalization 29 4.3 Authority; No Violation 31 4.4 Consents and Approvals 32 4.5 Reports 32 4.6 Financial Statements 33 4.7 Broker’s Fees 35 4.8 Absence of Certain Changes or Events 35 4.9 Legal Proceedings 35 4.10 Taxes and Tax Returns 35 4.11 Employees and Employee Benefit Plans 36 4.12 Compliance with Applicable Law 38 4.13 Certain Contracts 40 4.14 Agreements with Regulatory Agencies 41 4.15 Risk Management Instruments 41 4.16 Environmental Matters 41 4.17 Investment Securities 42 4.18 Real Property 42 4.19 Intellectual Property 42 4.20 Related Party Transactions 43 4.21 State Takeover Laws 43 4.22 Reorganization 43 4.23 Opinion of Financial Advisor 43 4.24 Chemical Information 43 4.25 Loan Portfolio 43 4.26 Insurance 46 4.27 Information Security 46 4.28 No Other Representations or Warranties 46
