Statements and Representations Sample Clauses

Statements and Representations. No person is authorized to make any statements or representations relating to the shares of any Fund, except those contained in its then current Prospectus, which you agree to deliver to investors in accordance with applicable regulations, and such information as the Distributor may supply or authorize as supplemental information (“Supplemental Information”) to such Prospectus (i.e., advertisements and sales literature) except that advertising, promotional and other written materials relating to the availability of Fund shares through you prepared by you and approved by the Funds may include the names of particular Funds that are available to your customers or may indicate generally that you make available to your customers certain Funds distributed by the Distributor and except as required by any applicable federal or state law, rule or regulation. You shall not allow unauthorized statements or information designated by us as “Not For Use With The Public” to be distributed directly or indirectly to an investor. You shall deliver to us for prior approval (such approval not to be unreasonably withheld) any Supplemental Information prepared by you for use with the public. In ordering shares of any Fund you shall rely solely and conclusively on the representations contained in its then current Prospectus and Supplemental Information, if any, additional copies of which are and will be available on request. In no transaction shall you have any authority whatever to act as agent for any Fund, or for us, or for any other distributor. Nothing in this Agreement shall constitute either of us the agent of the other, or shall constitute you or any Fund the agent of the other.

Statements and Representations. Provider represents and warrants that all statements and information prepared and submitted in connection with this Contract are current, complete, true, and accurate. Submitting a false statement or making a material misrepresentation during the performance of this Contract is a material breach of contract and may void the Contract or be grounds for its termination.

Statements and Representations. In connection with the opinions to be rendered by each of you as provided in the Merger Agreement, and acknowledging that each of you will rely, with the consent of Company, upon the statements and representations made in this letter in rendering such opinion, Company hereby certifies and represents to each of you that the statements and representations made herein are true, correct and complete in all respects as of the Effective Time (as if made as of the Effective Time). 1. As pertains to the Company, the descriptions of the facts and documents contained in the S-4 and the Proxy Statement are true, correct and complete descriptions of such facts and documents in all material respects. 2. Company has entered into the Merger Agreement, and will effect the Merger, for good and valid business reasons. The fair market value of the Merger Consideration received by each stockholder of the Company will be approximately equal to the fair market value of Company Common Stock surrendered by such stockholder in the Merger. 3. In connection with the Merger, no holder of Company Common Stock will receive in exchange for Company Common Stock, directly or indirectly, any consideration other than Parent Common Stock or cash in lieu of a fractional share thereof. The Parent Common Stock into which Company Common Stock will be converted in the Merger will be entitled to vote in the election of directors of Parent and on all other matters put forth to the shareholders of Parent (“Parent Voting Common Stock”). Further, no liabilities of Company or of Company stockholders will be assumed by Parent in connection with the Merger, nor will any of the Company Common Stock be subject to any liabilities. 4. Immediately following the Merger, Parent will own shares of Company Common Stock representing control of Company. For purposes of this representation letter, “control” with respect to a corporation shall mean ownership of at least (i) 80 percent of the total combined voting power of all classes of stock entitled to vote and (ii) 80 percent of the total number of shares of each other class of stock of the corporation. 5. Company has no plan or intention to issue additional shares (or any options, warrants or other rights to acquire the beneficial or legal ownership of any shares of its stock) that would result in Parent losing control of Company after the Merger. 6. The payment of cash to holders of Company Common Stock in lieu of fractional shares of Parent Common Stock that wo...

Statements and Representations. The eligible taxpayer (or any member of its consolidated group) is not related to the transferee taxpayer (or any member of its consolidated group) within the meaning of Section 267(b) or Section 707(b)(1) of the Code.

Statements and Representations. FLBank hereby certifies and represents after consulting with its legal counsel, accountants and auditors regarding the meaning of and factual support for the following representations and, to the extent necessary, with its personnel and advisors having knowledge pertinent to the following that the statements and representations made herein are accurate, correct and complete in all respects at the date hereof and will be true, correct and complete in all respects as of the Effective Time (as if made as of the Effective Time): 1. The terms of the Agreement and all other agreements entered into in connection therewith, including the amount of CVCY Common Stock and cash in lieu of fractional shares to be received by the holders (“FLBank Stockholders”) of FLBank Common Stock (the “FLBank Common Stock”), were bargained for at arm’s length by the parties to the Agreement, and the fair market value of the CVCY Common Stock and cash in lieu of fractional shares to be received by the FLBank Stockholders will be approximately equal to the fair market value of the FLBank Common Stock surrendered by such FLBank Stockholders in the Merger. In connection with the Merger, no FLBank Stockholder will receive in exchange for FLBank Common Stock, directly or indirectly, any consideration from CVCY or Central Valley Community Bank or any related party (within the meaning of Treasury Regulation section 1.368-1(e)(4)) with respect to either of them other than CVCY Common Stock pursuant to the terms of the Agreement, cash in lieu of fractional shares of CVCY Common Stock, and cash pursuant to the exercise of appraisal rights. 2. FLBank has not made and will not make any distributions with respect to or in redemption of FLBank Common Stock in contemplation of the Merger or during the period beginning with the commencement of negotiations (whether formal or informal) between CVCY and FLBank regarding the Merger and ending at the Effective Time (the “Pre-Merger Period”). 3. Neither FLBank nor any person related to FLBank within the meaning of Treasury Regulation Section 1.368-1(e)(4) (a “FLBank Affiliate”) nor any partnership in which FLBank or a FLBank Affiliate is a partner has purchased, redeemed, or otherwise acquired, or made any distributions with respect to, any FLBank Common Stock prior to or in contemplation of the Merger, or otherwise, as part of a plan of which the Merger is a part. 4. FLBank expects that FLBank Stockholders will exercise appraisal rights with respect to ...

Statements and Representations. Vendor represents and warrants that all statements and information prepared and submitted in connection with this Contract are current, complete, true, and accurate. Submitting a false statement or making a material misrepresentation during the performance of this Contract is a material breach of contract and may void the Contract or be grounds for its termination.

Statements and Representations. In connection with such opinions, and acknowledging that each of you will rely, with Company’s consent, upon the statements and representations made in this letter in rendering such opinion, Company hereby certifies and represents to each of you that (i) the facts, representations and covenants that relate to the Merger and related transactions, as described in the Form S-4 Registration Statement filed in connection with the Merger and the Proxy Statement/Prospectus contained therein, each as amended or supplemented through the date hereof, are, to the extent relating to Company (and to the extent otherwise without reason to believe to the contrary), true, correct, and complete in all material respects and will be true, correct, and complete in all material respects at the Effective Time and (ii) the statements and * Except as otherwise provided, capitalized terms used but not defined herein have the meaning ascribed to them in the Merger Agreement. Except as otherwise indicated, all “Section” references contained herein refer to sections of the Internal Revenue Code of 1986, as amended. representations made herein are true, correct and complete in all respects as of the date hereof and will be true, correct and complete in all respects at the Effective Time (as if made as of the Effective Time) and thereafter (where relevant): 1. The Merger will be effected for bona fide non-tax business reasons and will be carried out strictly in accordance with the Merger Agreement, applicable state corporation laws and as described in the Proxy Statement/Prospectus. None of the material terms and conditions contained in the Merger Agreement have been or will be waived or modified. 2. The fair market value, immediately after the Effective Time, of the shares of Parent Common Stock (together with any cash paid in lieu of fractional shares) to be received in the Merger by each holder of Company Common Stock will be approximately equal to the fair market value, immediately before the Effective Time, of the shares of Company Common Stock to be surrendered in exchange therefor, and the aggregate fair market value of the Parent Common Stock (together with any cash paid in lieu of fractional shares) received in the Merger by holders of Company Common Stock (“Company Stockholders”) will be approximately equal to the fair market value of Company Common Stock surrendered by such Company Stockholders in exchange therefor. In connection with the Merger, no Company Stockholder will ...

Statements and Representations. In connection with such opinion to be rendered by each of you, and acknowledging that each of you will rely, with Company's consent, upon the statements and representations made in this letter in rendering such opinion, Company hereby certifies and represents to each of you that the statements and representations stated herein as they relate to Company are true, correct and complete in all respects at the date hereof and will be true, correct and complete in all respects as of the Effective Time (as if made as of the Effective Time). 1. The fair market value of Parent common stock ("Parent Stock"), Merger Cash and cash in lieu of fractional shares of Parent Stock received by holders of Company Stock ("Shareholders") will be approximately equal to the fair market value of Company common stock ("Company Stock") surrendered in the Merger. In connection with the Merger, no Shareholders will receive in exchange for Company Stock, directly or indirectly, any consideration from Parent other than Parent Stock, Merger Cash and cash in lieu of fractional shares of Parent Stock. 2. At the Effective Time, Company will hold at least 90 percent of the fair market value of its net assets and at least 70 percent of the fair market value of its gross assets held immediately prior to the Effective Time. For purposes of this representation, amounts paid by Company to dissenting Shareholders, amounts used by Company to pay Merger expenses, amounts paid by Company to redeem stock, securities, warrants or options of Company as part of any overall plan of which the Merger is part, and amounts distributed by Company to Shareholders (except for any regular, normal dividends) as part of an overall plan of which the Merger is a part, in each case will be treated as constituting assets of Company immediately prior to the Effective Time. 3. Each of Company and the Shareholders has paid and will pay only their respective expenses, if any, incurred in connection with the Merger. Company has not agreed to assume, nor will it directly or indirectly assume, any expense or other liability, whether fixed or contingent, of any Shareholders. 4. There is no intercorporate indebtedness existing between Parent and Company or between Merger Sub and Company. 5. Company has no plan or intention to issue additional shares of its stock after the Effective Time that would result in Parent losing control of Company within the meaning of Section 368(c) of the Code. At the Effective Time, Company will not...

Statements and Representations. Statements or representations of whatever kind and however made including but not confined to those as to weights, measurements, performance, descriptions, details of designs, prices and charges and whether contained in drawings, floor plans, catalogues, advertisements, brochures, photographs, descriptive materials, verbal representation or otherwise are approximate only and shall not be binding upon Heidelberg or in any way form part of this Contract unless expressly stated to do so by Heidelberg in writing.

Statements and Representations. In connection with such opinions, and acknowledging that each of you will rely, with Parent’s and Merger Sub’s consent, upon the statements and representations made in this letter in rendering such opinion, Parent and Merger Sub hereby certify and represent to each of you that the statements and representations made herein as they relate to Parent and Merger Sub are true, correct and complete in all respects at the date hereof and will be true, correct and complete in all respects as of the Effective Time (as if made as of the Effective Time): 1. The fair market value of Parent Common Stock and cash in lieu of fractional shares of Parent Common Stock received by holders of Company Common Stock (“Company Stockholders”) other than Parent will be approximately equal to the fair market value of the Table of Contents Company Common Stock surrendered by such Company Stockholders in the Merger. In connection with the Merger, no Company Stockholder will receive in exchange for Company Common Stock, directly or indirectly, any consideration from Parent (or Merger Sub) other than Parent Common Stock and cash in lieu of fractional shares of Parent Common Stock. 2. Except with respect to open market purchases of Parent Common Stock pursuant to Parent’s pre-existing general stock repurchase program that has not been created or modified in connection with the Merger (other than to increase the authorized number of shares to enable Parent to reacquire on the open market from unidentified sellers a number of shares of Parent Common Stock approximately equal to the number issued in the Merger), following the Merger, neither Parent nor any person related to Parent within the meaning of Treasury Regulation Section 1.368-1(e)(3), (e)(4) and (e)(5) has any plan or intention to purchase, redeem or otherwise reacquire any Parent Common Stock issued pursuant to the Agreement. 3. Parent has no plan or intention: (i) to merge the Surviving Entity into another entity; (ii) to sell or otherwise dispose of any membership interests in the Surviving Entity held by Parent, or (iii) to sell or otherwise dispose of, or to cause the Surviving Entity to sell or otherwise dispose of, any of Merger Sub’s assets or any of the assets of the Company acquired in the Merger, except that Parent may (w) make dispositions made in the ordinary course of business, (x) make transfers described in Section 368(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), or in the applicable Trea...