Charter or Bylaws. Seller is not in violation of, or in default under, any provision of its Charter or Bylaws, nor has any material change occurred in any provision thereof since the Reference Date.
Charter or Bylaws. Sellers are not in violation of, or in default under, any provision of their Charters or Bylaws, as those terms are defined in the Stock Purchase Agreement.
Charter or Bylaws. T. All representations and warranties contained in this Section II shall expire at the Effective Time, and, thereafter, neither Enterprise nor the Thrift Subsidiary nor any officer or director of either of them shall have any liability or obligations with respect thereto.
Charter or Bylaws. Fifth Third's assumption of the indemnification obligations of Enterprise, Thrift Subsidiary or any of their subsidiaries as provided herein shall continue for a period of three years after the Effective Time or, in the case of claims asserted prior to the third anniversary of the Effective Time until such matters are finally resolved. Any Indemnified Party wishing to claim indemnification under this provision, upon learning of any Claim shall notify Fifth Third (but the failure to so notify Fifth Third shall not relieve Fifth Third from any liability which Fifth Third may have under this section except to the extent Fifth Third is materially prejudiced thereby). Notwithstanding the foregoing, the Indemnified Parties as a group may retain only one law firm to represent them with respect to each matter under this section unless there is, under applicable standards of professional conduct, a conflict on any one significant issue between the positions of any two or more Indemnified parties.
Charter or Bylaws. Neither Seller nor the Company is in violation of, or in default under, any provision of its Charter or Bylaws.
