Common use of Representations and Warranties of XXXX Clause in Contracts

Representations and Warranties of XXXX. (a) Xxxx represents and warrants to the Company and the Bank that: (i) Xxxx is a corporation and is validly existing in good standing under the laws of the State of Ohio with full power and authority to provide the services to be furnished to the Bank and the Company hereunder. (ii) 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 Xxxx, and this Agreement has been duly and validly executed and delivered by Xxxx and is the legal, valid and binding agreement of Xxxx, enforceable in accordance with its terms. (iii) Each of Xxxx and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services. (iv) The execution and delivery of this Agreement by Xxxx, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation of Xxxx or any agreement, indenture or other instrument to which Xxxx is a party or by which it or its property is bound. (v) No approval of any regulatory or supervisory or other public authority is required in connection with Xxxx'x execution and delivery of this Agreement, except as may have been received. (vi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the best knowledge of Xxxx, pending or threatened, which might materially adversely affect Xxxx'x performance under this Agreement.

Representations and Warranties of XXXX. (a) Xxxx represents and warrants to the Company and the Bank that: (i) Xxxx is a corporation and is validly existing in good standing under the laws of the State of Ohio with full power and authority to provide the services to be furnished to the Bank and the Company hereunder. (ii) 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 Xxxx, and this Agreement has been duly and validly executed and delivered by Xxxx and is the legal, valid and binding agreement of Xxxx, enforceable in accordance with its terms. (iii) Each of Xxxx and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services. (iv) The execution and delivery of this Agreement by Xxxx, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation of Xxxx or any agreement, indenture or other instrument to which Xxxx is a party or by which it or its property is bound. (v) No approval of any regulatory or supervisory or other public authority is required in connection with Xxxx'x execution and delivery of this Agreement, except for the approval of the National Association of Securities Dealers or as may have been received. (vi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the best knowledge of Xxxx, pending or threatened, which might materially adversely affect Xxxx'x performance under this Agreement.

Representations and Warranties of XXXX. (a) Xxxx represents and warrants to the Company and the Bank Association that: (i) Xxxx is a corporation and is validly existing in good standing under the laws of the State of Ohio with full power and authority to provide the services to be furnished to the Bank Association and the Company hereunder. (ii) 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 Xxxx, and this Agreement has been duly and validly executed and delivered by Xxxx and is the legal, valid and binding agreement of Xxxx, enforceable in accordance with its terms. (iii) Each of Xxxx and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services. (iv) The execution and delivery of this Agreement by Xxxx, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation of Xxxx or any agreement, indenture or other instrument to which Xxxx is a party or by which it or its property is bound. (v) No approval of any regulatory or supervisory or other public authority is required in connection with Xxxx'x execution and delivery of this Agreement, except as may have been received. (vi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the best knowledge of Xxxx, pending or threatened, which might materially adversely affect Xxxx'x performance under this Agreement.

Representations and Warranties of XXXX. (a) Xxxx represents and warrants to the Company and the Bank Association that: (i) Xxxx Xxxxx, Xxxxxxxx & Xxxxx, Inc. is a corporation and is validly existing in good standing under the laws of the State of Ohio New York with full power and authority to provide the services to be furnished to the Bank Association and the Company hereunder. (ii) 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 Xxxx, and this Agreement has been duly and validly executed and delivered by Xxxx and is the legal, valid and binding agreement of Xxxx, enforceable in accordance with its terms, except as may be limited by Bankruptcy, insolvency or other laws affecting the enforceability of the rights of creditors generally and judicial limitations on the right of specific performance and except as the enforceability of indemnification and contribution provisions may be limited by applicable securities laws. (iii) Each of Xxxx and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services. (iv) The execution and delivery of this Agreement by Xxxx, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation of Xxxx or any agreement, indenture or other instrument to which Xxxx is a party or by which it or its property is bound. (v) No approval of any regulatory or supervisory or other public authority is required in connection with Xxxx'x execution and delivery of this Agreement, except as may have been received. (vi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the best knowledge of Xxxx, pending or threatened, which might materially adversely affect Xxxx'x performance under this Agreement.

Representations and Warranties of XXXX. (a) Xxxx represents and warrants to the Company and the Bank that: (i) Xxxx Xxxxx, Xxxxxxxx & Xxxxx, Inc. is a corporation and is validly existing in good standing under the laws of the State of Ohio New York with full power and authority to provide the services to be furnished to the Bank and the Company hereunder. (ii) 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 Xxxx, and this Agreement has been duly and validly executed and delivered by Xxxx and is the legal, valid and binding agreement of Xxxx, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforceability of the rights of creditors generally and judicial limitations on the right of specific performance and except as the enforceability of indemnification and contribution provisions may be limited by applicable securities laws. (iii) Each of Xxxx and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services. (iv) The execution and delivery of this Agreement by Xxxx, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation of Xxxx or any agreement, indenture or other instrument to which Xxxx is a party or by which it or its property is boundhound. (v) No approval of any regulatory or supervisory or other public authority is required in connection with Xxxx'x execution and delivery of this Agreement, except as may have been received. (vi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the best knowledge of Xxxx, pending or threatened, which might materially adversely affect Xxxx'x performance under this Agreement.

Representations and Warranties of XXXX. (a) Xxxx represents and warrants to the Company and the Bank that: (i) Xxxx is a corporation and is validly existing in good standing under the laws of the State of Ohio with full power and authority to provide the services to be furnished to the Bank and the Company hereunder. (ii) 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 Xxxx, and this Agreement has been duly and validly executed and delivered by Xxxx and is the legal, valid and binding agreement of Xxxx, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforceability of the rights of creditors generally and judicial limitations on the right of specific performance and except as the enforceability of indemnification and contribution provisions may be limited by applicable securities laws. (iii) Each of Xxxx and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services. (iv) The execution and delivery of this Agreement by Xxxx, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation of Xxxx or any agreement, indenture or other instrument to which Xxxx is a party or by which it or its property is boundhound. (v) No approval of any regulatory or supervisory or other public authority is required in connection with Xxxx'x execution and delivery of this Agreement, except as may have been received. (vi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the best knowledge of Xxxx, pending or threatened, which might materially adversely affect Xxxx'x performance under this Agreement.

Representations and Warranties of XXXX. (a) Xxxx represents and warrants to the Company and the Bank that: (i1) Xxxx Xxxxx, Xxxxxxxx & Xxxxx, Inc. is a corporation and is validly existing in good standing under the laws of the State of Ohio New York with full power and authority to provide the services to be furnished to the Bank and the Company hereunder. (ii2) 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 Xxxx, and this Agreement has been duly and validly executed and delivered by Xxxx and is the legal, valid and binding agreement of Xxxx, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforceability of the rights of creditors generally and judicial limitations on the right of specific performance and except as the enforceability of indemnification and contribution provisions may be limited by applicable securities laws. (iii3) Each of Xxxx and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services. (iv) The execution and delivery of this Agreement by Xxxx, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation of Xxxx or any agreement, indenture or other instrument to which Xxxx is a party or by which it or its property is bound. (v4) No approval of any regulatory or supervisory or other public authority is required in connection with Xxxx'x execution and delivery of this Agreement, except as may have been received. (vi5) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the best knowledge of Xxxx, pending or threatened, which might materially adversely affect Xxxx'x performance under this Agreement.