Disclosure Letters. On or prior to the execution hereof, LISB and AFC each shall have delivered to the other a letter (its "Disclosure Letter") setting forth, among other items, facts, circumstances and events the disclosure of which is required or appropriate in relation to any or all of its representations and warranties (and making specific reference to the Section of this Agreement to which they relate), other than Section 2.03(h) and Section 2.04(h); PROVIDED, that (a) no such fact, circumstance or event is required to be set forth in the Disclosure Letter as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standards established by Section 2.02, and (b) the mere inclusion of an item in the Disclosure Letter shall not be deemed an admission by a party that such item represents a material exception or that such item is reasonably likely to result in a Material Adverse Effect (as defined in Section 2.02(b)).
Appears in 3 contracts
Samples: Rights Agreement (Long Island Bancorp Inc), Astoria Financial Corp, Astoria Financial Corp
Disclosure Letters. On or prior to the execution hereofand ------------------ delivery of this Agreement, LISB Bayonne and AFC RCFC each shall have delivered to the other a letter (each, its "Disclosure Letter") setting forth, among other itemsthings, facts, circumstances and events the disclosure of which is required or appropriate in relation to any or all of its their respective representations and warranties (and making specific reference to the Section of this Agreement to which they relate), other than Section 2.03(h2.3(g) and Section 2.04(h2.4(g); PROVIDEDprovided, that (a) no such fact, circumstance or event is required to be set forth in the Disclosure Letter as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standards established by Section 2.02, 2.2 and (b) the mere inclusion of an item a fact, circumstance or event in the a Disclosure Letter shall not be deemed an admission by a party that such item represents a material exception or that such item is reasonably likely to result in a Material Adverse Effect (as defined in Section 2.02(b2.2(b)).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Richmond County Financial Corp), Agreement and Plan of Merger (Richmond County Financial Corp), Agreement and Plan of Merger (Richmond County Financial Corp)
Disclosure Letters. On or prior to the execution hereofand delivery of this Agreement, LISB JSB and AFC NFB each shall have delivered to the other a letter (each, its "Disclosure Letter") setting forth, among other itemsthings, facts, circumstances and events the disclosure of which is required or appropriate in relation to any or all of its their respective representations and warranties (and making specific reference to the Section of this Agreement to which they relate), other than Section 2.03(h2.3(g) and Section 2.04(h2.4(g); PROVIDEDprovided, that (a) no such fact, circumstance or event is required to be set forth in the Disclosure Letter as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standards established by Section 2.02, 2.2 and (b) the mere inclusion of an item a fact, circumstance or event in the a Disclosure Letter shall not be deemed an admission by a party that such item represents a material exception or that such item is reasonably likely to result in a Material Adverse Effect (as defined in Section 2.02(b2.2(b)).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (North Fork Bancorporation Inc), Agreement and Plan of Merger (JSB Financial Inc), Agreement and Plan of Merger (North Fork Bancorporation Inc)
Disclosure Letters. On or prior Prior to the execution hereofand delivery of this Agreement, LISB CBES and AFC NASB Holding each shall have delivered to the other a letter (each, its "Disclosure Letter") setting forth, among other itemsthings, facts, circumstances and events the disclosure of which is required or appropriate in relation to any or all of its their respective representations and warranties (and making specific reference to the Section section or subsection, as the case may be, of this Agreement to which they relate), other than Section 2.03(h) and Section 2.04(h); PROVIDEDprovided, that (a) no such fact, circumstance or event is required to be set forth in the Disclosure Letter as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standards established by Section 2.02, 2.2 and (b) the mere inclusion of an item a fact, circumstance or event in the a Disclosure Letter shall not be deemed an admission by a party that such item represents a material exception or that such item is reasonably likely to result in a Material Adverse Effect (as defined in Section 2.02(b2.2(b)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nasb Financial Inc), Exhibit 2 Merger Agreement (Cbes Bancorp Inc)
Disclosure Letters. On or prior to the execution hereofand ------------------ delivery of this Agreement, LISB SCCB and AFC UFB each shall have delivered to the other a letter (each, its "Disclosure Letter") setting forth, among other itemsthings, facts, circumstances and events the disclosure of which is required or appropriate in relation to any or all of its their respective representations and warranties (and making specific reference to the Section of this Agreement to which they relate), other than Section 2.03(h2.3(g) and Section 2.04(h2.4(g); PROVIDEDprovided, that (a) no such fact, circumstance or event is required to be set forth in the Disclosure Letter as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standards established by Section 2.02, 2.2 and (b) the mere inclusion of an item a fact, circumstance or event in the a Disclosure Letter shall not be deemed an admission by a party that such item represents a material exception or that such item is reasonably likely to result in a Material Adverse Effect (as defined in Section 2.02(b2.2(b)).
Appears in 2 contracts
Samples: Agreement (South Carolina Community Bancshares Inc), Agreement (Union Financial Bancshares Inc)
Disclosure Letters. On or prior to the execution hereofand ------------------ delivery of this Agreement, LISB Ironbound and AFC RCFC each shall have delivered to the other a letter (each, its "Disclosure Letter") setting forth, among other itemsthings, facts, circumstances and events the disclosure of which is required or appropriate in relation to any or all of its their respective representations and warranties (and making specific reference to the Section of this Agreement to which they relate), other than Section 2.03(h2.3(g) and Section 2.04(h2.4(g); PROVIDEDprovided, that (a) no such fact, circumstance or event is required to be set forth in the Disclosure Letter as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standards established by Section 2.02, 2.2 and (b) the mere inclusion of an item a fact, circumstance or event in the a Disclosure Letter shall not be deemed an admission by a party that such item represents a material exception or that such item is reasonably likely to result in a Material Adverse Effect (as defined in Section 2.02(b2.2(b)).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Richmond County Financial Corp)
Disclosure Letters. On or prior to the execution hereofand ------------------ delivery of this Agreement, LISB TRFC and AFC RBI each shall have delivered to the other a letter (each, its "Disclosure Letter") setting forth, among other itemsthings, facts, circumstances and events the disclosure of which is required or appropriate in relation to any or all of its their respective representations and warranties (and making specific reference to the Section of this Agreement to which they relate), other than Section 2.03(h2.3(g) and Section 2.04(h2.4(g); PROVIDEDprovided, that (a) no such fact, circumstance or event is required to be set forth in the Disclosure Letter as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standards established by Section 2.02, 2.2 and (b) the mere inclusion of an item a fact, circumstance or event in the a Disclosure Letter shall not be deemed an admission by a party that such item represents a material exception or that such item is reasonably likely to result in a Material Adverse Effect (as defined in Section 2.02(b2.2(b)).
Appears in 1 contract
Disclosure Letters. On or prior to the execution hereofand delivery of this Agreement, LISB TRFC and AFC RBI each shall have delivered to the other a letter (each, its "Disclosure Letter") setting forth, among other itemsthings, facts, circumstances and events the disclosure of which is required or appropriate in relation to any or all of its their respective representations and warranties (and making specific reference to the Section of this Agreement to which they relate), other than Section 2.03(h2.3(g) and Section 2.04(h2.4(g); PROVIDED, that (a) no such fact, circumstance or event is required to be set forth in the Disclosure Letter as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standards established by Section 2.02, 2.2 and (b) the mere inclusion of an item a fact, circumstance or event in the a Disclosure Letter shall not be deemed an admission by a party that such item represents a material exception or that such item is reasonably likely to result in a Material Adverse Effect (as defined in Section 2.02(b2.2(b)).
Appears in 1 contract