Common use of Making of Representations and Warranties Clause in Contracts

Making of Representations and Warranties. (a) As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby makes to Buyer the representations and warranties contained in this Article III. (b) On or prior to the date hereof, the Company has delivered to Buyer a schedule (the “Company Disclosure Schedule) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the Company’s representations and warranties contained in this Article III; provided, however, that no such item is required to be set forth on the Company Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 3.1(c). (c) No representation or warranty of the Company contained in this Article III shall be deemed untrue or incorrect, and the Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Company Material Adverse Effect (as defined in Section 9.2); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.3, 3.4(a), 3.4(b), 3.5 and 3.6, Section 3.13(f), the first two sentences of Section 3.2, and the last sentence of Section 3.14(f), which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby makes to Buyer the representations and warranties contained in this Article III. (b) On or prior to the date hereof, the Company has delivered to Buyer a schedule (the “Company Disclosure Schedule) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the Company’s representations and warranties contained in this Article III; provided, however, that no such item is required to be set forth on the Company Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 3.1(c). (c) No representation or warranty of the Company contained in this Article III shall be deemed untrue or incorrect, and the Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Company Material Adverse Effect (as defined in Section 9.29.2(a)); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.3, 3.4(a)3.4, 3.4(b)3.5, 3.5 and 3.6, Section 3.13(f)3.13, the first two sentences of Section 3.2, and the last sentence of Section 3.14(f), which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to Buyer the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer, Buyer Bank and Merger Sub jointly and severally hereby make to the Company hereby makes to Buyer the representations and warranties contained in this Article IIIIV. (b) On or prior to the date hereof, Buyer, Buyer Bank and Merger Sub have delivered to the Company has delivered to Buyer a schedule (the “Company Buyer Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the Company’s its representations and warranties contained in this Article IIIwarranties; provided, however, that no such item is required to be set forth on the Company Buyer Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 3.1(c4.1(c). (c) No representation or warranty of the Company Buyer, Buyer Bank or Merger Sub contained in this Article III IV shall be deemed untrue or incorrect, and the Company no party hereto shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IIIIV, has had or would reasonably be expected to have a Company Buyer Material Adverse Effect (as defined in Section 9.2)Effect; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.34.3, 3.4(a)4.4, 3.4(b)4.5, 3.5 4.12 and 3.6, Section 3.13(f), the first two sentences of Section 3.2, and the last sentence of Section 3.14(f)4.2, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to Buyer the Company to enter into this Agreement and to consummate the transactions contemplated hereby, the Company Buyer hereby makes to Buyer the Company the representations and warranties contained in this Article IIIIV. (b) On or prior to the date hereof, the Company Buyer has delivered to Buyer the Company a schedule (the “Company Buyer Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the Company’s their representations and warranties contained in this Article IIIwarranties; provided, however, that no such item is required to be set forth on the Company Buyer Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 3.1(c4.1(c). (c) No representation or warranty of the Company Buyer contained in this Article III IV shall be deemed untrue or incorrect, and the Company no party hereto shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IIIIV, has had or would reasonably be expected to have a Company Buyer Material Adverse Effect (as defined in Section 9.29.2(a)); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.34.3, 3.4(a), 3.4(b), 3.5 4.5 and 3.6, Section 3.13(f), 4.6 and the first two sentences of Section 3.2, and the last sentence of Section 3.14(f)4.2, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to Buyer the Company to enter into this Agreement and to consummate the transactions contemplated hereby, the Company Buyer hereby makes to Buyer the Company the representations and warranties contained in this Article IIIIV. (b) On or prior to the date hereof, the Company Buyer has delivered to Buyer the Company a schedule (the “Company Buyer Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the Company’s its representations and warranties contained in this Article IIIwarranties; provided, however, that no such item is required to be set forth on the Company Buyer Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 3.1(c4.1(c). (c) No representation or warranty of the Company Buyer contained in this Article III IV shall be deemed untrue or incorrect, and the Company no party hereto shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IIIIV, has had or would reasonably be expected to have a Company Buyer Material Adverse Effect (as defined in Section 9.29.2(a)); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.34.3, 3.4(a4.4(a) (as it relates to the Buyer Banks (as defined in Section 9.2(a)), 3.4(b), 3.5 4.5 and 3.6, Section 3.13(f), 4.6 and the first two sentences of Section 3.2, and the last sentence of Section 3.14(f)4.2, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to Buyer, Buyer Bank and Merger Sub to enter into this Agreement and to consummate the transactions contemplated hereby, the Company and Company Bank jointly and severally hereby makes make to Buyer, Buyer Bank and Merger Sub the representations and warranties contained in this Article III. (b) On or prior to the date hereof, the Company has delivered to Buyer, Buyer Bank and Merger Sub a schedule (the “Company Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the Company’s and Company Bank’s representations and warranties contained in this Article III; provided, however, that no such item is required to be set forth on the Company Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 3.1(c). (c) No representation or warranty of the Company and Company Bank contained in this Article III shall be deemed untrue or incorrect, and the Company and Company Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Company Material Adverse Effect (as defined in Section 9.2)Effect; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.3, 3.4(a), 3.4(b)3.5, 3.5 and 3.6, Section 3.13(f)3.9(a) and 3.32, as well as the first two sentences of Section 3.2, and the last sentence of Section 3.14(f3.15(g), which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby makes to Buyer the representations and warranties contained in this Article III. (b) On or prior to the date hereof, the Company has delivered to Buyer a schedule (the “"Company Disclosure Schedule) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the Company’s 's representations and warranties contained in this Article III; provided, however, that no such item is required to be set forth on the Company Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 3.1(c). (c) No representation or warranty of the Company contained in this Article III shall be deemed untrue or incorrect, and the Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Company Material Adverse Effect (as defined in Section 9.29.2(a)); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.3, 3.4(a)3.4, 3.4(b)3.5, 3.5 and 3.6, Section 3.13(f)3.13, the first two sentences of Section 3.2, and the last sentence of Section 3.14(f), which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to Buyer the Company to enter into this Agreement and to consummate the transactions contemplated hereby, the Company Buyer hereby makes to Buyer the Company the representations and warranties contained in this Article IIIIV. (b) On or prior to the date hereof, the Company Buyer has delivered to Buyer the Company a schedule (the “Company "Buyer Disclosure Schedule") listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the Company’s their representations and warranties contained in this Article IIIwarranties; provided, however, that no such item is required to be set forth on the Company Buyer Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 3.1(c4.1(c). (c) No representation or warranty of the Company Buyer contained in this Article III IV shall be deemed untrue or incorrect, and the Company no party hereto shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IIIIV, has had or would reasonably be expected to have a Company Buyer Material Adverse Effect (as defined in Section 9.29.2(a)); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.34.3, 3.4(a), 3.4(b), 3.5 4.5 and 3.6, Section 3.13(f), 4.6 and the first two sentences of Section 3.2, and the last sentence of Section 3.14(f)4.2, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby makes to Buyer the representations and warranties contained in this Article III. (b) On or prior to the date hereof, the Company has delivered to Buyer a schedule (the “Company Disclosure Schedule) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the Company’s representations and warranties contained in this Article III; provided, however, that no such item is required to be set forth on the Company Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 3.1(c). (c) No representation or warranty of the Company contained in this Article III shall be deemed untrue or incorrect, and the Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Company Material Adverse Effect (as defined in Section 9.29.2(a)); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.3, 3.4(a), 3.4(b), 3.5 and 3.6, Section 3.13(f), the first two sentences of Section 3.2, and the last sentence of Section 3.14(f), which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.