Representations and Warranties of Xxxxx Xxxxx Sample Clauses

Representations and Warranties of Xxxxx Xxxxx. Xxxxx Xxxxx hereby represents and warrants to the LLC as follows:

Representations and Warranties of Xxxxx Xxxxx. Subject to the exceptions set forth in the Xxxxx Xxxxx Disclosure Letter (regardless of whether or not the Xxxxx Xxxxx Disclosure Letter is referenced below with respect to any particular representation or warranty), Xxxxx Xxxxx represents and warrants to Acquisition Corp. and the Shareholders as follows.

Representations and Warranties of Xxxxx Xxxxx. Xxxxx ---------------------------------------------- Xxxxx represents and warrants to Command, Phoenix, and Xxxxxx that it is duly organized, validly existing, and in good standing as a professional corporation under the laws of the State of Massachusetts; that it has the full power and authority to execute, deliver, and perform its obligations under this Agreement; and that this Agreement is the legal, valid and binding obligation of Xxxxx Xxxxx and is enforceable against it in accordance with its terms.

Representations and Warranties of Xxxxx Xxxxx. Except as Previously Disclosed in a paragraph of its Disclosure Schedule corresponding to the relevant paragraph below, Xxxxx-Xxxxx hereby represents and warrants to Sterling that, to the best of its knowledge: (A) Organization, Standing and Authority. Xxxxx-Xxxxx, MDMS and BoM are duly organized, validly existing and in good standing under the laws of the State of Maryland. Xxxxx-Xxxxx, MDMS and BoM are duly qualified to do business and are in good standing in the states of the United States and foreign jurisdictions where their respective ownership or leasing of property or assets or the conduct of their respective business requires them to be so qualified. Xxxxx-Xxxxx, MDMS and BoM have in effect all federal, state, local, and foreign governmental authorizations necessary for them to own or lease their properties and assets and to carry on their respective businesses as it is now conducted. Xxxxx-Xxxxx and MDMS are registered as bank holding companies under the BHC Act. BoM is a trust company under the laws of the State of Maryland.

Representations and Warranties of Xxxxx Xxxxx. Xxxxx Xxxxx represents and warrants to Buyer as follows, except as set forth on the Schedules hereto numbered to correspond to the sections below:

Representations and Warranties of Xxxxx Xxxxx hereby represents and warrants to Premier that:

Representations and Warranties of Xxxxx Xxxxx. Xxxxx Xxxxx represents --------------------------------------------- and warrants to, and agrees with, each of the Underwriters that: (a) Xxxxx Xxxxx has filed with the Securities and Exchange Commission (the "Commission"), on February 27, 1996, a registration statement (No. 333- 1682) on Form S-3, including a prospectus, relating to the Investor Certificates, which has become effective. Such registration statement, as amended as of the date of this Agreement, is hereinafter referred to as the "Registration Statement," and the prospectus included in such Registration Statement, as supplemented by a prospectus supplement (the "Prospectus Supplement") to reflect the terms of the Investor Certificates as first filed with the Commission after the date of this Agreement pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") under the Securities Act of 1933, as amended (the "1933 Act"), including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus." A "preliminary prospectus" means any form of prospectus, including any prospectus supplement, relating to the Investor Certificates used prior to the date of this Agreement that is subject to completion.