Acquiror Representations and Warranties. Each representation and warranty of Parent and Merger Sub set forth in Article 4 and of Gamma set forth in Article 5, without giving effect to any qualifications as to materiality or Acquiror Material Adverse Effect or other similar qualifications contained therein, shall be true and correct as of the date of this Agreement and at and as of the Effective Time as though made at and as of the Effective Time, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), and except as has not had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, an Acquiror Material Adverse Effect.
Acquiror Representations and Warranties. 1. The representations and warranties of Acquiror that are not qualified by materiality shall have been true and correct on the date they were made and shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than the representations and warranties of Acquiror made only as of a specified date, which shall be true and correct in all material respects as of the specified date), except as would not prevent Acquiror from consummating the Transactions.
2. The representations and warranties of Acquiror that are qualified by materiality shall have been true and correct on the date they were made and shall be true and correct in all respects on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than the representations and warranties of Acquiror made only as of a specified date, which shall be true and correct in all material respects as of the specified date), except as would not prevent Acquiror from consummating the Transactions.
Acquiror Representations and Warranties. Except as would not materially impair Acquiror’s ability to consummate the Merger, the representations and warranties of Acquiror shall have been true and correct in all respects on the date they were made and are true and correct in all respects on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than the representations and warranties of Acquiror made only as of a specified date, which shall be true and correct in all respects as of such date).
Acquiror Representations and Warranties. The representations and warranties of Acquiror set forth in this Agreement or in any certificate or other instrument delivered by or on behalf of Acquiror in connection herewith shall survive until 11:59 p.m. (Prevailing Pacific Time) on the Expiration Date; provided, however, that (A) that the representations and warranties of Acquiror set forth in (i) Section 4.1 (Organization and Standing), (ii) Section 4.2 (Authority and Enforceability) and (iii) Section 4.4 (No Brokers), in each case, as applicable shall survive until the later of (i) 11:59 p.m. (Prevailing Pacific Time) on the date that is five (5) years following the Expiration Date, and (ii) 11:59 p.m. (Prevailing Pacific Time) on the date that is thirty (30) days after the expiration of the longest statute of limitations applicable to the subject matter of such representation or warranty (after giving effect to any waiver, mitigation, tolling or extension thereof); provided further, that in the event of Fraud with respect to a representation or warranty of Acquiror, such representation or warranty shall survive indefinitely; provided, further, that any claims asserted in accordance with the procedures set forth in this Article IX prior to the Expiration Date or other applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty, and such claims shall survive until finally resolved.
Acquiror Representations and Warranties. The Acquiror and Newco hereby represent and warrant to the Company Shareholders, on the date hereof and on the Closing Date, as follows:
Acquiror Representations and Warranties. The --------------------------------------- representations and warranties of Parent and Acquiror contained in this Agreement that are modified by materiality or Acquiror Material Adverse Effect ("Acquiror Modified Representation") -------------------------------- shall be true and correct in all respects and those that are not so modified ("Acquiror Nonmodified Representation") shall be ----------------------------------- true and correct in all material respects, on the date hereof and, except for changes not prohibited by this Agreement, as of the Effective Time as if made at the Effective Time. Furthermore, none of the representations or warranties of Acquiror contained in this Agreement, disregarding any qualifications therein or in this Section 6.2.1 regarding ------------- materiality or Acquiror Material Adverse Effect, shall be untrue or incorrect to the extent that such untrue or incorrect representations or warranties, when taken together as a whole, have had or would have an Acquiror Material Adverse Effect.
Acquiror Representations and Warranties. (i) The representations and warranties of Acquiror (other than the Acquiror Fundamental Representations) shall have been true and correct (without giving effect to any qualification as to materiality or similar qualification) on and as of the Agreement Date and shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of the Closing (other than such representations and warranties of Acquiror made only as of a specified earlier date, which shall be true and correct on and as of such specified earlier date), except in each case for any failure to be so true and correct that has not had, and would not be reasonably expected to have, a Acquiror Material Adverse Effect.
(ii) The Acquiror Fundamental Representations shall have been true and correct in all but de minimis respects on and as of the Agreement Date and shall be true and correct in all but de minimis respects on and as of the Closing Date as though such representations and warranties were made on and as of the Closing (other than such representations and warranties of Acquiror made only as of a specified earlier date, which shall be true and correct in all but de minimis respects as of such specified earlier date).
Acquiror Representations and Warranties. The representations and warranties of each of Acquiror and Merger Sub contained in this Agreement that are qualified as to “Acquiror Material Adverse Effect” shall be true and correct on the date hereof and as of the Closing Date with the same force and effect as if made on the Closing Date (except that those representations and warranties which address matters only as of a particular date shall have been true and correct only on such date). The representations and warranties of each of Acquiror and Merger Sub contained in this Agreement that are not qualified as to “Acquiror Material Adverse Effect” shall be true and correct on the date hereof and on the Closing Date with the same force and effect as if made on the Closing Date (except that those representations and warranties which address matters only as of a particular date shall have been true and correct only on such date), except, in each case or in the aggregate, as would not reasonably be expected to constitute an Acquiror Material Adverse Effect at the Closing Date. The Company shall have received a certificate of an executive officer of each of Acquiror and Merger Sub to the effect described in the preceding two sentences dated the Closing Date.
Acquiror Representations and Warranties. Each of the representations and warranties of Acquiror MHC, Acquiror Bancorp and Acquiror Bank set forth in this Agreement shall (i) as of the date of this Agreement be true and correct in all material respects; and (ii) as of the Closing Date be true and correct as though made anew on the Closing Date (other than those that speak to a specific date), but only to the extent that the failure to be so true and correct on the Closing Date, individually or in the aggregate, has had, or is reasonably likely to have, a Material Adverse Effect on Acquiror.
Acquiror Representations and Warranties. 19 5.1 Organization and Existence.....................................................................19 5.2 Authorization..................................................................................19
