REPRESENTATIONS AND WARRANTIES OF CVB Sample Clauses

REPRESENTATIONS AND WARRANTIES OF CVB. CVB and CBB represent and warrant to Kaweah as follows (provided that CBB does not make any representations and warranties as to CVB):
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REPRESENTATIONS AND WARRANTIES OF CVB. CVB represents and warrants to W▇▇▇▇ as follows: (a) CVB is a corporation duly organized and validly existing under the laws of the State of Ohio, and is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. CVB has full power and authority (including all licenses, franchises, permits and other governmental authorizations which are legally required which, if not obtained or possessed, would have a materially adverse effect on the business and operations of CVB) to engage in the businesses and activities now conducted by it. As of the date of this Merger Agreement, the authorized capital stock of CVB consists of 500,000 shares of common stock without par value, of which a total of 448,000 shares are issued and outstanding and no shares are held as treasury shares. All of said shares of capital stock are fully paid and nonassessable and were not issued in violation of the preemptive rights of any shareholder. There are no outstanding options, warrants or commitments of any kind relating to CVB's authorized but unissued capital stock except as disclosed in the letter to W▇▇▇▇ of even date herewith. (b) CVB has furnished to W▇▇▇▇ copies of the following financial statements relating to CVB and its consolidated subsidiaries: (i) the audited Consolidated Balance Sheets of CVB as of December 31, 1996 and 1995 and the Consolidated Statements of Income, Changes in Shareholders' Equity and Statements of Cash Flows for the years then ended, together with the notes and report of S. R. S▇▇▇▇▇▇▇▇, ▇.▇. thereto, (ii) copies of all reports of CVB and Chippewa Bank as filed with the appropriate regulatory agencies, as of and for the years ended December 31, 1996 and 1995 and through the date hereof. Each of the aforementioned financial statements is true and correct in all material respects and together present fairly in all material respects the consolidated financial position and results of operations of CVB as of the dates and for the periods therein set forth in conformity with GAAP. Such financial statements do not, as of the dates thereof, include any material asset or omit any material liability, absolute or contingent, or other fact, required to be included or omitted as the case may be, by GAAP. Since December 31, 1996, there has not been any material adverse change in the financial condition, results of operations, or business of CVB and Chippewa Bank on a consolidated basis. (c) The Board of Directors of CVB has authorized exe...
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REPRESENTATIONS AND WARRANTIES OF CVB. Except as Previously Disclosed, CVB hereby represents and warrants to Valley as follows:
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REPRESENTATIONS AND WARRANTIES OF CVB. CVB represents and warrants to ONB as follows:
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REPRESENTATIONS AND WARRANTIES OF CVB. 32 5.1 Incorporation, Standing and Power.............................................................32 5.2 Capitalization................................................................................33 5.3 Financial Statements..........................................................................33 5.4 Reports and Filings...........................................................................33 5.5 Authority.....................................................................................34
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REPRESENTATIONS AND WARRANTIES OF CVB. 29 5.1 Incorporation, Standing and Power...........................................29
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REPRESENTATIONS AND WARRANTIES OF CVB. THE BANK AND MERGER SUB CVB and the Bank hereby represent and warrant to Citizens as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF CVB

  • Representations and Warranties of ▇▇▇▇ ▇▇▇▇ hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties of ▇▇▇▇▇▇ In connection with the Awarded Common Shares, ▇▇▇▇▇▇ makes the following representations and warranties to the Company: (i) ▇▇▇▇▇▇ has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Awarded Common Shares and to make an informed investment decision with respect thereto. ▇▇▇▇▇▇ can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) ▇▇▇▇▇▇ is acquiring these securities for investment for ▇▇▇▇▇▇’▇ own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. ▇▇▇▇▇▇ does not have any present intention to transfer the Awarded Common Shares to any third party. (iii) ▇▇▇▇▇▇ understands that the Awarded Common Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of ▇▇▇▇▇▇’▇ investment intent as expressed herein. (iv) ▇▇▇▇▇▇ further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. ▇▇▇▇▇▇ further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. ▇▇▇▇▇▇ understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company. (v) ▇▇▇▇▇▇ is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. ▇▇▇▇▇▇ understands that the Company provides no assurances as to whether ▇▇▇▇▇▇ will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows: