Representations and Warranties of CNB Clause Samples
The "Representations and Warranties of CNB" clause sets out the specific statements of fact and assurances that CNB (the party named) makes to the other party in the agreement. These may include confirmations about CNB's legal authority to enter into the contract, its financial condition, compliance with laws, or ownership of certain assets. By providing these representations and warranties, CNB assures the other party of the truthfulness of key information, thereby allocating risk and establishing a basis for potential remedies if any statements are later found to be false or misleading.
Representations and Warranties of CNB. CNB represents and warrants to NBT that the statements contained in this Article IV are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV), subject to the standard set forth in Section 4.1 and except as set forth in the CNB Disclosure Schedule delivered by CNB to NBT on the date hereof, and except as to any representation or warranty which specifically relates to an earlier date, which only need be so correct as of such earlier date. CNB has made a good faith effort to ensure that the disclosure on each schedule of the CNB Disclosure Schedule corresponds to the section referenced herein. However, for purposes of the CNB Disclosure Schedule, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all schedules under which such item may be relevant as and to the extent that it is reasonably clear on the face of such schedule that such item applies to such other schedule. References to the Knowledge of CNB shall include the Knowledge of City National Bank.
Representations and Warranties of CNB. 5 2.01. Organization; Standing; Power............................................................. 5 2.02.
Representations and Warranties of CNB. CNB hereby makes the following representations and warranties to MFC.
Representations and Warranties of CNB. CNB represents and warrants ------------------------------------- to the Selling Entities that:
Representations and Warranties of CNB. CNB, by its duly authorized officers, directors or other agents makes the following representations and warranties to F & M, each of which is true and correct as of the date hereof, and shall remain true and correct to and including the Closing Date, and shall be unaffected by any investigation heretofore or hereafter made by, or any notice to F & M:
Representations and Warranties of CNB. 17 4.1. Standard.......................................................18 4.2. Organization...................................................18 4.3. Capitalization.................................................19 4.4. Authority; No Violation........................................19 4.5. Consents.......................................................20 4.6.
Representations and Warranties of CNB. CNB hereby represents and warrants to, and agrees with, INTS as follows:
(a) CNB has the requisite legal power and authority to enter into this Agreement, to receive the Option, subject to the receipt of any necessary regulatory approvals, to exercise the Option, and to carry out and perform its obligations under the terms of this Agreement. This Agreement has been duly authorized, executed, and delivered by CNB.
(b) Upon exercise of the Option, CNB will acquire the Covered Shares solely for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof in any transaction or series of transaction that would be in violation of the securities laws of the United States or any state.
(c) CNB understands and acknowledges that the Covered Shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any state and consequently may not be transferred, sold, pledged, hypothecated, or otherwise disposed of unless such disposition is pursuant to an effective registration statement under the Securities Act or an exemption therefrom and is exempt from or in compliance with applicable state securities laws.
(d) CNB is an experienced investor in securities and acknowledges that it can bear the economic risk of an investment in the Covered Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Covered Shares.
(e) CNB has received all information concerning CoreCard and its business as it has deemed appropriate and has had an opportunity to ask questions and receive answers from INTS and management of CoreCard regarding the condition of CoreCard’s business.
Representations and Warranties of CNB. CNB represents and warrants to BANK ONE, to the best of its knowledge, as follows:
Representations and Warranties of CNB. (i) The representations and warranties of CNB set forth in Section 4.02, Section 4.04, Section 4.05 and Section 4.06(a)(ii) shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time, as though made as of the Effective Time and (ii) each of the other representations and warranties of CNB contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Effective Time, as though made as of the Effective Time, except (A) in each case, representations and warranties that are made as of a specific date or for a specific period shall be true and correct only on and as of such date or such period, and (B) in the case of clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any materiality or CNB Material Adverse Effect qualifications set forth therein), individually or in the aggregate, does not have and would not reasonably be expected to have a CNB Material Adverse Effect.
Representations and Warranties of CNB. CNB represents and warrants to RVB and First Federal the following:
(i) Organization, Authority and Good Standing of CNB. CNB is a national banking association duly organized and validly existing under federal law, has all requisite power and authority (corporate and other) to (i) enter into this Agreement and to perform the obligations hereunder on its part to be performed and to (ii) own, operate and lease its properties and conduct its business as currently conducted.