Common use of Compliance with Representations and Warranties Clause in Contracts

Compliance with Representations and Warranties. (i) Each of the representations and warranties of Oakwood set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.32 and 3.33 shall be true and correct in all respects (other than inaccuracies that are de minimis in amount and effect) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date); (ii) each of the other representations and warranties made by Oakwood in this Agreement shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date); provided, however, that Oakwood may cure any such inaccurate representation or warranty covered by this clause (ii) by providing written notice to BFST or taking lawful action to cure within thirty (30) days of Oakwood having knowledge of such inaccuracy; and (iii) each of the representations and warranties made by Oakwood in this Agreement, other than set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.32 and 3.33, shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date). BFST shall have received a certificate, executed by an appropriate representative of Oakwood and dated as of the Closing Date, to the foregoing effect.

Compliance with Representations and Warranties. (i) Each of the representations and warranties of Oakwood BFST set forth in Sections 3.14.1, 3.24.2, 3.34.3, 3.84.9, 3.32 4.11 and 3.33 4.12 shall be true and correct in all respects (other than inaccuracies that are de minimis in amount and effect) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date); (ii) each of the other representations and warranties made by Oakwood BFST in this Agreement shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date); provided, however, that Oakwood BFST may cure any such inaccurate representation or warranty covered by this clause (ii) by providing written notice to BFST Oakwood or taking lawful action to cure within thirty (30) days of Oakwood BFST having knowledge of such inaccuracy; and (iii) each of the representations and warranties made by Oakwood BFST in this Agreement, other than set forth in Sections 3.14.1, 3.24.2, 3.34.3, 3.84.9, 3.32 4.11 and 3.334.12, shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date). BFST Xxxxxxx shall have received a certificate, executed by an appropriate representative of Oakwood BFST and dated as of the Closing Date, to the foregoing effect.

Compliance with Representations and Warranties. (i) Each of the representations and warranties of Oakwood CBI set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.32 3.8 and 3.33 3.31 shall be true and correct in all respects (other than inaccuracies that are de minimis in amount and effect) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date); (ii) each of the other representations and warranties made by Oakwood CBI in this Agreement shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date)Agreement; provided, however, that Oakwood CBI may cure any such inaccurate representation or warranty covered by this clause (ii) by providing written notice to BFST STXB or taking lawful action to cure within thirty (30) days of Oakwood CBI having knowledge of such inaccuracy; and (iii) each of the representations and warranties made by Oakwood CBI in this Agreement, other than set forth in Sections 3.1, 3.2, 3.3, 3.83.8 and 3.31, 3.32 and 3.33, shall be is true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date Date, (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date). BFST STXB shall have received a certificate, executed by an appropriate representative of Oakwood CBI and dated as of the Closing Date, to the foregoing effect.

Compliance with Representations and Warranties. (i) Each of the representations and warranties of Oakwood the Company set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.32 and 3.33 shall be true and correct in all respects Section 3.2 (other than inaccuracies that are de minimis in amount and effect) and Section 3.8 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent unless any such representation or warranty is made specifically only as of an earlier a specific date, in which case as of such earlier specific date); (ii) each of the other representations and warranties made by Oakwood the Company in this Agreement shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement (except to the extent unless any such representation or warranty is made specifically only as of an earlier a specific date, in which case as of such earlier specific date); provided, however, that Oakwood the Company may cure any such inaccurate representation or warranty covered by this clause (ii) by providing written notice to BFST Allegiance or taking lawful action to cure within thirty (30) days 30 days’ of Oakwood the Company having knowledge of such inaccuracy; and (iii) each of the representations and warranties made by Oakwood the Company in this Agreement, other than set forth in Sections 3.1, 3.2, 3.3, Section 3.2 and Section 3.8, 3.32 and 3.33, shall be is true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality or their terms by reference to “material,” “materiality,” “in all material respects,” “Material Adverse Effect,” or the like, in which case such representations and warranties as so qualified shall be are true and correct in all respects) as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date (Date, except with respect to the extent such representation or warranty is those representations and warranties specifically made specifically as of an earlier date, date (in which case such representations and warranties must have been true and correct as of such earlier date). BFST Allegiance shall have received a certificate, executed by an appropriate representative of Oakwood the Company and dated as of the Closing Date, to the foregoing effect.

Compliance with Representations and Warranties. (i) Each of the representations and warranties of Oakwood Allegiance set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.32 and 3.33 shall be true and correct in all respects Section 4.2 (other than inaccuracies that are de minimis in amount and effect) and Section 4.9 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent unless any such representation or warranty is made specifically only as of an earlier a specific date, in which case as of such earlier specific date); (ii) each of the other representations and warranties made by Oakwood Allegiance in this Agreement shall be true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement (except to the extent unless any such representation or warranty is made specifically only as of an earlier a specific date, in which case as of such earlier specific date); provided, however, that Oakwood Allegiance may cure any such inaccurate representation or warranty covered by this clause (ii) by providing written notice to BFST the Company or taking lawful action to cure within thirty (30) days 30 days’ of Oakwood Allegiance having knowledge of such inaccuracy; and (iii) each of the representations and warranties made by Oakwood Allegiance in this Agreement, other than set forth in Sections 3.1Section 4.2 and Section 4.9, 3.2, 3.3, 3.8, 3.32 and 3.33, shall be is true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality or their terms by reference to “material,” “materiality,” “in all material respects,” “Material Adverse Effect,” or the like, in which case such representations and warranties as so qualified shall be are true and correct in all respects) as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date (Date, except with respect to the extent such representation or warranty is those representations and warranties specifically made specifically as of an earlier date, date (in which case such representations and warranties must have been true and correct as of such earlier date). BFST The Company shall have received a certificate, executed by an appropriate representative of Oakwood Allegiance and dated as of the Closing Date, to the foregoing effect.

Compliance with Representations and Warranties. (i) Each of the representations and warranties of Oakwood Comanche set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.32 and 3.33 shall be true and correct in all respects (other than inaccuracies that are de minimis in amount and effect) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date); (ii) each of the other representations and warranties made by Oakwood Comanche in this Agreement shall be true and correct in all respects as of the date of this Agreement; provided, however, that Comanche may cure any such inaccurate representation or warranty covered by this clause (ii) by providing written notice to Spirit or taking lawful action to cure within thirty (30) days of Comanche having knowledge of such inaccuracy; and (iii) each of the representations and warranties made by Comanche in this Agreement, other than set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.32 and 3.33, is true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date); provided, however, that Oakwood may cure any such inaccurate representation or warranty covered by this clause (ii) by providing written notice to BFST or taking lawful action to cure within thirty (30) days of Oakwood having knowledge of such inaccuracy; and (iii) each of the representations and warranties made by Oakwood in this Agreement, other than set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.32 and 3.33, shall be are true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date Date, (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date). BFST Spirit shall have received a certificate, executed by an appropriate representative of Oakwood Comanche and dated as of the Closing Date, to the foregoing effect.

Compliance with Representations and Warranties. (i) Each of the representations and warranties of Oakwood Beeville set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.32 and 3.33 shall be true and correct in all respects (other than inaccuracies that are de minimis in amount and effect) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date); (ii) each of the other representations and warranties made by Oakwood Beeville in this Agreement shall be true and correct in all respects as of the date of this Agreement; provided, however, that Beeville may cure any such inaccurate representation or warranty covered by this clause (ii) by providing written notice to Spirit or taking lawful action to cure within thirty (30) days of Beeville having knowledge of such inaccuracy; and (iii) each of the representations and warranties made by Beeville in this Agreement, other than set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.32 and 3.33, is true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date); provided, however, that Oakwood may cure any such inaccurate representation or warranty covered by this clause (ii) by providing written notice to BFST or taking lawful action to cure within thirty (30) days of Oakwood having knowledge of such inaccuracy; and (iii) each of the representations and warranties made by Oakwood in this Agreement, other than set forth in Sections 3.1, 3.2, 3.3, 3.8, 3.32 and 3.33, shall be are true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality or Material Adverse Effect, in which case such representations and warranties as so qualified shall be true and correct in all respects) as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of the Closing Date Date, (except to the extent such representation or warranty is made specifically as of an earlier date, in which case as of such earlier date). BFST Spirit shall have received a certificate, executed by an appropriate representative of Oakwood Beeville and dated as of the Closing Date, to the foregoing effect.