Common use of REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK. The Assuming Bank represents and warrants to Seller as follows: (a) Corporate Existence and Authority. The Assuming Bank (i) is duly organized, validly existing and in good standing under the laws of the United States and has full power and authority to own and operate its properties and to conduct its business as now conducted by it, and (ii) subject to regulatory approval, has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement in accordance with its terms. The Assuming Bank has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the performance of the transactions contemplated hereby.

REPRESENTATIONS AND WARRANTIES OF THE ASSUMING BANK. The Assuming Bank represents and warrants to Seller the Corporation and the Receiver as follows: (a) Corporate Existence and Authority. The Assuming Bank (i) is duly organized, validly existing and in good standing under the laws of the United States its Chartering Authority and has full power and authority to own and operate its properties and to conduct its business as now conducted by it, and (ii) subject to regulatory approval, has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement in accordance with its termshereunder. The Assuming Bank has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the performance of the transactions contemplated hereby.