REPRESENTATIONS AND WARRANTIES OF NCBC Sample Clauses

The 'Representations and Warranties of NCBC' clause sets out the specific statements and assurances that NCBC makes regarding its authority, capacity, and the accuracy of information provided in the agreement. Typically, this clause will confirm that NCBC is duly organized, has the legal power to enter into the contract, and that all disclosures or documents it has provided are true and complete. Its core function is to allocate risk by ensuring that the other party can rely on NCBC’s statements, and to provide a basis for remedies if any of these representations prove to be false or misleading.
REPRESENTATIONS AND WARRANTIES OF NCBC. Except as disclosed in the NCBC disclosure schedule delivered to CCB concurrently herewith (the "NCBC Disclosure Schedule") NCBC hereby represents and warrants to CCB as follows:
View SourceView Similar (3)
REPRESENTATIONS AND WARRANTIES OF NCBC. Except as disclosed in SEC Documents and in the regulatory filings made by NCBC, NCBC hereby represents and warrants to FFC that the following matters are or will be true and correct at the Effective Time, in all material respects:
View SourceView Similar (2)
REPRESENTATIONS AND WARRANTIES OF NCBC. 22 5.1 Organization, Standing and Power...................................22 5.2 Authority; No Breach by Agreement..................................22 5.3
View SourceView Similar (2)
REPRESENTATIONS AND WARRANTIES OF NCBC. 3.1 Corporate Organization 7 3.2 Capitalization 8 3.3 Authority; No Violation 9 3.4 Consents and Approvals 9 3.5 Reports 10 3.6 Financial Statements 11 3.7 Broker's Fees 11 3.8 Absence of Certain Changes or Events 11 3.9 Legal Proceedings 12 3.10 Taxes and Tax Returns 12 3.11 Employees 13 3.12 SEC Reports 14 3.13 Compliance with Applicable Law 15 3.14 Certain Contracts 15 3.15 Agreements with Regulatory Agencies 16 3.16 Interest Rate Risk Management Instruments 16 3.17 Undisclosed Liabilities 16 3.18 Insurance 17 3.19 Environmental Liability 17 3.20 State Takeover Laws 17 3.21 Reorganization; Pooling of Interests 17 3.22 Financial Holding Company Status 17 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CCB 4.1 Corporate Organization 18 4.2 Capitalization 18 4.4 Authority; No Violation 19 4.4 Consents and Approvals 20 4.5 Reports 20 4.6 Financial Statements 21 4.7 Broker's Fees 21 4.8 Absence of Certain Changes or Events 21 4.9 Legal Proceedings 22 4.10 Taxes and Tax Returns 22 4.11 Employees 23 4.12 SEC Reports 24 4.13 Compliance with Applicable Law 24 4.14 Certain Contracts 25 4.15 Agreements with Regulatory Agencies 26 4.16 Interest Rate Risk Management Instruments 26 4.17 Undisclosed Liabilities 26 4.18 Insurance 26 4.19 Environmental Liability 27 4.20 State Takeover Laws; CCB Rights Agreement 27 4.21 Reorganization; Pooling of Interests 27 4.22 Financial Holding Company Status 27 ARTICLE V
View SourceView Similar (2)
REPRESENTATIONS AND WARRANTIES OF NCBC. Except as disclosed in the NCBC Disclosure Letter, NCBC hereby represents and warrants to PBI that:
View Source

Related to REPRESENTATIONS AND WARRANTIES OF NCBC

  • 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 ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.