Common use of Compliance with Representations, Warranties and Agreements Clause in Contracts

Compliance with Representations, Warranties and Agreements. The representations and warranties made by Seller in this Agreement or in any schedule delivered to Buyer pursuant hereto shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Effective Time with the same force and effect as if such representations and warranties were made at and as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Seller shall have performed or complied in all material respects with all material agreements, terms, covenants and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Effective Time except as specifically provided to the contrary in this Agreement.

Appears in 6 contracts

Samples: Purchase and Assumption Agreement (Select Bancorp, Inc.), Purchase and Assumption Agreement (New Century Bancorp Inc), Purchase and Assumption Agreement (Independent Bank Group Inc)

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Compliance with Representations, Warranties and Agreements. The representations and warranties made by Seller Buyer in this Agreement or in any schedule delivered to Buyer Seller pursuant hereto shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Effective Time with the same force and effect as if such representations and warranties were made at and as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Seller Buyer shall have performed or complied in all material respects with all material agreements, terms, covenants and conditions required by this Agreement to be performed or complied with by Seller Buyer prior to or at the Effective Time except as specifically provided to the contrary in this Agreement.

Appears in 4 contracts

Samples: Purchase and Assumption Agreement (Select Bancorp, Inc.), Purchase and Assumption Agreement (New Century Bancorp Inc), Purchase and Assumption Agreement (Xenith Bankshares, Inc.)

Compliance with Representations, Warranties and Agreements. The representations and warranties made by Seller Buyer in this Agreement or in any schedule delivered to Buyer pursuant hereto shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Effective Time with the same force and effect as if such representations and warranties were made at and as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Seller ) Buyer shall have performed or complied in all material respects with all material agreements, terms, covenants and conditions required by this Agreement to be performed or complied with by Seller Buyer prior to or at the Effective Time except as specifically provided to the contrary in this Agreement.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Independent Bank Group Inc)

Compliance with Representations, Warranties and Agreements. The All representations and warranties made by Seller Purchaser in this Agreement or in any document or schedule delivered to Buyer the Company pursuant hereto shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Effective Time Closing with the same force and effect as if such representations and warranties were made at and as of the Effective TimeClosing, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Seller Purchaser shall have performed or complied in all material respects with all material agreements, terms, covenants and conditions required by this Agreement to be performed or complied with by Seller Purchaser prior to or at the Effective Time except as specifically provided to the contrary in this AgreementClosing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Independent Bankshares Inc)

Compliance with Representations, Warranties and Agreements. The representations and warranties made by Seller in this Agreement or in any schedule delivered to Buyer pursuant hereto shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Effective Time with the same force and effect as if such representations and warranties were made at and as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Seller shall have performed or complied in all material respects with all material agreements, terms, agreements and covenants and conditions required by contained in this Agreement to be performed or complied with by Seller prior to or at the Effective Time except as specifically provided to the contrary in this AgreementTime.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Community First Inc)

Compliance with Representations, Warranties and Agreements. The representations and warranties made by Seller Buyer in this Agreement or in any schedule delivered to Buyer pursuant hereto shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Effective Time with the same force and effect as if such representations and warranties were made at and as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Seller Buyer shall have performed or complied in all material respects with all material agreements, terms, covenants and conditions required by this Agreement to be performed or complied with by Seller Buyer prior to or at the Effective Time except as specifically provided to the contrary in this Agreement.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Independent Bank Group Inc)

Compliance with Representations, Warranties and Agreements. The representations and warranties made by Seller in this Agreement or in any schedule delivered to Buyer pursuant hereto shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Effective Time with the same force and effect as if such representations and warranties were made at and as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Seller shall have performed or complied in all material respects with all material agreements, terms, covenants and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Effective Time Closing except as specifically provided to the contrary in this Agreement.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Unionbancorp Inc)

Compliance with Representations, Warranties and Agreements. The representations and warranties made by Seller the Buyer in this Agreement or in any schedule delivered to the Buyer pursuant hereto shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Effective Time with the same force and effect as if such representations and warranties were made at and as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Seller The Buyer shall have performed or complied in all material respects with all material agreements, terms, covenants and conditions required by this Agreement to be performed or complied with by Seller the Buyer prior to or at the Effective Time except as specifically provided to the contrary in this Agreement.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Citizens Bancshares Corp /Ga/)

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Compliance with Representations, Warranties and Agreements. The representations and warranties made by Seller Buyer in this Agreement or in any schedule delivered to Buyer pursuant hereto shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Effective Time with the same force and effect as if such representations and warranties were made at and as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Seller Buyer shall have performed or complied in all material respects with all material agreements, terms, covenants and conditions required by this Agreement to be performed or complied with by Seller Buyer prior to or at the Effective Time except as specifically provided to the contrary in this AgreementTime.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Unionbancorp Inc)

Compliance with Representations, Warranties and Agreements. The representations and warranties made by Seller Buyer in this Agreement or in any schedule delivered to Buyer pursuant hereto shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Effective Time with the same force and effect as if such representations and warranties were made at and as of the Effective Time, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Seller Buyer shall have performed or complied in all material respects with all material agreements, terms, agreements and covenants and conditions required by contained in this Agreement to be performed or complied with by Seller Buyer prior to or at the Effective Time except as specifically provided to the contrary in this AgreementTime.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Community First Inc)

Compliance with Representations, Warranties and Agreements. The (a) All representations and warranties made by Seller the Buyer in this Agreement or in any document or schedule delivered to Buyer the Seller pursuant hereto shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Effective Time Closing Date with the same force and effect as if such representations and warranties were made at and as of the Effective TimeClosing Date, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Seller . (b) The Buyer shall have performed or complied in all material respects with all material agreements, terms, covenants and conditions required by this Agreement to be performed or complied with by Seller the Buyer prior to or at the Effective Time except as specifically provided to the contrary in this AgreementClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Surety Capital Corp /De/)

Compliance with Representations, Warranties and Agreements. The (a) All representations and warranties made by the Seller and the Bank with respect to the Seller and the Bank, as applicable, in this Agreement or in any document or schedule delivered to the Buyer pursuant hereto shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Effective Time Closing Date with the same force and effect as if such representations and warranties were made at and as of the Effective TimeClosing, Date, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). . (b) The Seller and the Bank shall have performed or complied in all material respects with all material agreements, terms, covenants and conditions required by this Agreement to be performed or complied with by the Seller or the Bank, as applicable, prior to or at the Effective Time except as specifically provided to the contrary in this AgreementClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Surety Capital Corp /De/)

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