Common use of Breach of Representations and Warranties Clause in Contracts

Breach of Representations and Warranties. By the Board of Directors of either Parent or the Company (provided that the terminating Party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Party, which breach is not cured within 30 days following written notice to the Party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party shall have the right to terminate this Agreement pursuant to this Section 8.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a) (in the case of a breach of a representation or warranty by Parent) or Section 7.03(a) (in the case of a breach of a representation or warranty by the Company).

Breach of Representations and Warranties. By the Board of Directors of either Parent CZFS or the Company HVBC (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentCZFS) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyHVBC or HVB).

Breach of Representations and Warranties. By the Board of Directors of either Parent BWFG or the Company QBT (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentBWFG) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyQBT).

Breach of Representations and Warranties. By the Board of Directors of either Parent WFD or the Company CBNK (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentCBNK) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyWFD).

Breach of Representations and Warranties. By the Board of Directors of either Parent NBT or the Company Exxxx (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentExxxx or Exxxx Bank) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyNBT).

Breach of Representations and Warranties. By the Board of Directors of either Parent BHB or the Company LSBG (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentLSBG) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyBHB).

Breach of Representations and Warranties. By the Board of Directors of either Parent NBT or the Company Salisbury (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentNBT) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyXxxxxxxxx or Salisbury Bank).

Breach of Representations and Warranties. By the Board of Directors of either Parent NHTB or the Company TNB (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentNHTB) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyTNB).

Breach of Representations and Warranties. By the Board of Directors of either Parent NBT or the Company Xxxxx (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentXxxxx or Xxxxx Bank) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyNBT).

Breach of Representations and Warranties. By the Board of Directors of either Parent Cambridge or the Company Northmark (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentCambridge) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyNorthmark).

Breach of Representations and Warranties. By the Board of Directors of either Parent Buyer or the Company Seller (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the ClosingEffective Date; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a) (in the case of a breach of a representation or warranty by ParentBuyer) or Section 7.03(a) (in the case of a breach of a representation or warranty by the CompanySeller).

Breach of Representations and Warranties. By the Board of Directors of either Parent SBBX or the Company EBNJ (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentSBBX) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyEBNJ).

Breach of Representations and Warranties. By the Board of Directors of either Parent NHTB or the Company FBFC (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentNHTB) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyFBFC).

Breach of Representations and Warranties. By the Board of Directors of either Parent or the Company (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby Consolidation under Section 7.02(a) (in the case of a breach of a representation or warranty by Parent) or Section 7.03(a) (in the case of a breach of a representation or warranty by the Company).

Breach of Representations and Warranties. By the Board of Directors of either Parent Buyer or the Company (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentBuyer) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the Company).

Breach of Representations and Warranties. By the Board of Directors ---------------------------------------- of either Parent or the Company (provided that the terminating Party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Party, which breach is not cured within 30 days following written notice to the Party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party shall have the right to terminate this Agreement pursuant to this Section 8.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a) (in the case of a breach of a representation or warranty by Parent) or Section 7.03(a) (in the case of a breach of a representation or warranty by the Company).

Breach of Representations and Warranties. By any of the Board of Directors of either Purchaser, the Purchaser Parent or the Company (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparties, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party no party shall have the right to terminate this Agreement pursuant to this Section 8.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the any party receiving the benefit of such representation or warranty not to consummate the Merger hereby under Section 7.02(a) (in the case of a breach of a representation or warranty by Parentthe Purchasers) or Section 7.03(a) (in the case of a breach of a representation or warranty by the Company).

Breach of Representations and Warranties. By the Board of Directors of either Parent or the Company (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a) (in the case of a breach of a representation or warranty by Parent) or Section 7.03(a) (in the case of a breach of a representation or warranty by the Company).

Breach of Representations and Warranties. By the Board of Directors of either Parent or the Company (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a) (in the case of a breach of a representation or warranty by Parent) or Section 7.03(a) (in the case of a breach of a representation or warranty by the Company).

Breach of Representations and Warranties. By the Board of Directors of either Parent Cambridge or the Company Wellesley (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentCambridge) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyWellesley or Wellesley Bank).

Breach of Representations and Warranties. By the Board of Directors of either Parent Buyer or the Company Bank (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a) (in the case of a breach of a representation or warranty by ParentBuyer) or Section 7.03(a) (in the case of a breach of a representation or warranty by the CompanyBank).

Breach of Representations and Warranties. By the Board of Directors of either Parent Merchants or the Company NUVO (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentMerchants) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyNUVO).

Breach of Representations and Warranties. By the Board of Directors of either Parent CNB or the Company ESSA (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentESSA or ESSA Bank) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyCNB).

Breach of Representations and Warranties. By the Board of Directors of either Parent SBBX or the Company CBBC (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentSBBX) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyCBBC).

Breach of Representations and Warranties. By the Board of Directors of either Parent Cambridge or the Company Optima (provided that the terminating Party party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a material breach of any of the representations or warranties set forth in this Agreement by the other Partyparty, which breach is not cured within 30 thirty (30) days following written notice to the Party party committing such breach, or which breach, by its nature, cannot be cured prior to the Closing; provided, however, that neither Party party shall have the right to terminate this Agreement pursuant to this Section 8.01(d7.01(d) unless the breach of representation or warranty, together with all other such breaches, would entitle the party receiving such representation or warranty not to consummate the Merger hereby under Section 7.02(a6.02(a) (in the case of a breach of a representation or warranty by ParentCambridge) or Section 7.03(a6.03(a) (in the case of a breach of a representation or warranty by the CompanyOptima).