Common use of DISCLOSURE SCHEDULE; STANDARD Clause in Contracts

DISCLOSURE SCHEDULE; STANDARD. (a) Pinnacle has delivered to CNB a confidential schedule (the "Disclosure Schedule"), executed by both Pinnacle and CNB concurrently with the delivery and execution hereof, setting forth, among other things, items the disclosure of which shall be necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article Two hereof; PROVIDED, that (a) no such item shall be required to be set forth in the Disclosure Schedule as an exception to a representation or warranty if its absence would not be reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 1.11(b) hereof, and (b) the mere inclusion of an item in the Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Pinnacle that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect. (b) No representation or warranty of Pinnacle contained in Article Two hereof or CNB contained in Article Three hereof shall be deemed untrue or incorrect, and Pinnacle and CNB, as the case may be, shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance or event, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty contained in Article Two hereof, in the case of Pinnacle, or Article Three hereof, in the case of CNB, has had or is reasonably likely to have a Material Adverse Effect (as defined below in this Section 1.11(b)) on the party making such representation or warranty. As used herein, the term "Material Adverse Effect" means, with respect to Pinnacle or CNB, any effect that (i) is, or is reasonably expected to be, material and adverse to the financial position, results of operations or business of Pinnacle and its subsidiaries taken as a whole, or CNB and its subsidiaries taken as a whole, respectively, or (ii) would materially impair the ability of either Pinnacle or CNB to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger and the other transactions contemplated by this Agreement; PROVIDED, HOWEVER, that Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar laws of general applicability or interpretations thereof by courts or governmental authorities, (b) changes in generally accepted accounting principles or regulatory accounting requirements applicable to banks and their holding companies generally, and (c) any modifications or changes to valuation or reserve policies and practices in connection with or in anticipation of the Merger or restructuring charges taken in connection with the Merger, in each case in accordance with generally accepted accounting principles, or restructuring charges taken by Pinnacle in connection with its prior acquisitions of Indiana Financial Corporation ("IFC") and CB Bancorp, Inc. ("CBI"), as included in the financial statements included in Pinnacle's Current Report on Form 8-K/A, dated October 14, 1997, as currently on file with the Securities and Exchange Commission (the "S.E.C.").

DISCLOSURE SCHEDULE; STANDARD. (a) Pinnacle 1.11.1. Landmark has delivered to CNB TrustCo and AcquisitionCo a confidential schedule (the "Disclosure Schedule"), executed by both Pinnacle and CNB Landmark concurrently with the delivery and execution hereof, setting forth, among other things, items the disclosure of which shall be necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article Two hereof; PROVIDEDprovided, that (a) no such item shall be required to be set forth in the Disclosure Schedule as an exception to a representation or warranty if its absence would not be reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 1.11(b) 1.11.2 hereof, and (b) the mere inclusion of an item in the Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Pinnacle Landmark that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse EffectEffect (as defined in Section 1.11.2 hereof.) (b) 1.11.2. No representation or warranty of Pinnacle Landmark contained in Article Two hereof or CNB nor of TrustCo and AcquisitionCo contained in Article Three hereof shall be deemed untrue or incorrect, and Pinnacle Landmark, TrustCo and CNBAcquisitionCo, as the case may be, shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance events or eventcircumstance, individually or taken together with all other facts, events event or circumstances inconsistent with any representation or warranty contained in Article Two hereof, in the case of PinnacleLandmark, or Article Three hereof, in the case of CNBTrustCo and AcquisitionCo, has had or is reasonably likely to have a Material Adverse Effect (as defined below in this Section 1.11(b)) on the party making such representation or warranty. As used herein, the term "Material Adverse Effect" means, with respect to Pinnacle Landmark or CNBTrustCo and AcquisitionCo, any effect that (i) is, or is reasonably expected to be, material and adverse to the financial positioncondition, results of operations or business of Pinnacle Landmark and its subsidiaries taken as a whole, or CNB TrustCo and its subsidiaries taken as a whole, respectively, or (ii) would materially impair the ability of either Pinnacle Landmark or CNB TrustCo and AcquisitionCo to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger and the other transactions contemplated by this Agreement; PROVIDEDprovided, HOWEVERhowever, that Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar laws of general applicability or interpretations thereof by courts or governmental authorities, (b) changes in generally accepted accounting principles or regulatory accounting requirements applicable to banks and their holding companies generally, and (c) any modifications or changes to valuation or reserve policies and practices in connection with or in anticipation of the Merger or restructuring charges taken in connection with the Merger, in each case in accordance with generally accepted accounting principles, or restructuring charges taken and (d) reasonable costs associated with completing the transactions contemplated by Pinnacle in connection with its prior acquisitions of Indiana Financial Corporation ("IFC") and CB Bancorp, Inc. ("CBI"), as included in the financial statements included in Pinnacle's Current Report on Form 8-K/A, dated October 14, 1997, as currently on file with the Securities and Exchange Commission (the "S.E.C.")this Agreement.

DISCLOSURE SCHEDULE; STANDARD. (a) Pinnacle 1. CNB Bancshares has delivered to CNB Fifth Third a confidential schedule (the "Disclosure Schedule"), executed by both Pinnacle CNB Bancshares and CNB Fifth Third concurrently with the delivery and execution hereof, setting forth, among other things, in each case with respect to specified sections of this Agreement, items the disclosure of which shall be necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article Two II hereof; PROVIDED, provided, however, that notwithstanding anything in this Agreement to the contrary (ai) no such item shall be required to be set forth in the Disclosure Schedule as an exception to a representation or warranty if its absence would not be reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 1.11(b) hereofI.S.2., and (bii) the mere inclusion of an item in the Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Pinnacle CNB Bancshares that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse EffectEffect (as defined in Section I.S.2.). (b) 2. No representation or warranty of Pinnacle CNB Bancshares contained in Article Two II hereof (other than Section II.A.1., the first sentence of Section II.A.2., Section II.E. and Section II.L.3(i)(x).) or CNB Fifth Third contained in Article Three III hereof (other than Section III.F.) shall be deemed untrue or incorrect, and Pinnacle CNB Bancshares and CNBFifth Third, as the case may be, shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance or event, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty warrant contained in Article Two II hereof, in the case of PinnacleCNB Bancshares, or Article Three III hereof, in the case of CNBFifth Third, has had or is reasonably likely to have a Material Adverse Effect (as defined below in this Section 1.11(b)) on the party making such representation or warranty. As used hereinThe representation and warranty contained in Section II.A.1. shall not be deemed untrue or incorrect, the term "Material Adverse Effect" means, with respect to Pinnacle or CNB, any effect that (i) is, or is reasonably expected to be, material and adverse to the financial position, results of operations or business of Pinnacle and its subsidiaries taken as a whole, or CNB and its subsidiaries taken as a whole, respectively, or (ii) would materially impair the ability of either Pinnacle or CNB to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger and the other transactions contemplated by this Agreement; PROVIDED, HOWEVER, that Material Adverse Effect Bancshares shall not be deemed to include the impact of (a) changes in banking have breached such representation or warranty, if such representation and similar laws of general applicability or interpretations thereof by courts or governmental authorities, (b) changes in generally accepted accounting principles or regulatory accounting requirements applicable to banks and their holding companies generally, and (c) any modifications or changes to valuation or reserve policies and practices in connection with or in anticipation of the Merger or restructuring charges taken in connection with the Merger, in each case in accordance with generally accepted accounting principles, or restructuring charges taken by Pinnacle in connection with its prior acquisitions of Indiana Financial Corporation ("IFC") and CB Bancorp, Inc. ("CBI"), as included in the financial statements included in Pinnacle's Current Report on Form 8-K/A, dated October 14, 1997, as currently on file with the Securities and Exchange Commission (the "S.E.C.").warranty is

DISCLOSURE SCHEDULE; STANDARD. (a) Pinnacle has delivered to CNB a confidential schedule (the "Disclosure Schedule"), executed by both Pinnacle and CNB concurrently with the delivery and execution hereof, setting The Schedules attached hereto set forth, among other things, items the disclosure of which shall be the Seller and the Company deem necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article Two II hereof; PROVIDEDprovided, that (ai) no such item shall be required to be set forth in the Disclosure a Schedule as an exception to a representation or warranty if its absence would not be reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 1.11(b1.09(b) hereof, and (bii) the mere inclusion of an item in the Disclosure a Schedule as an exception to a representation or warranty shall not be deemed an admission by Pinnacle the Seller that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect (as defined in Section 1.09(b) hereof). The Schedules attached hereto set forth, among other things, items the disclosure of which the Purchaser and the Guarantor deem necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article IV hereof; provided, that (i) no such item shall be required to be set forth in a Schedule as an exception to a representation or warranty being deemed untrue or incorrect under the standard established by Section 1.09(b) hereof, and (ii) the mere inclusion of an item in a Schedule as an exception to a representation or warranty shall not be deemed an admission by the Purchaser and the Guarantor that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect. Items may be disclosed on a Schedule regardless of whether the representation and warranty to which such Schedule relates refers to the existence of such Schedule. (b) No representation or warranty of Pinnacle as to the Company or the Seller contained in Article Two hereof II or CNB Article III hereof, or the Purchaser and the Guarantor contained in Article Three hereof IV hereof, shall be deemed untrue or incorrect, and Pinnacle neither the Company and CNBthe Seller, on the one hand, nor the Purchaser and the Guarantor, on the other hand, as the case may be, shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance event or eventcircumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty contained in Article Two II or Article III hereof, in the case of Pinnaclethe Company and the Seller, or Article Three IV hereof, in the case of CNBthe Purchaser and the Guarantor, has had or is reasonably likely to have a Material Adverse Effect (as defined below in this Section 1.11(b)) on the party making such representation Company, in the case of the representations and warranties made in Article II and Article III hereof, or warrantyon the Purchaser and the Guarantor, in the case of the representations and warranties made in Article IV hereof. As used herein, the The term "Material Adverse Effect," meansas used herein, shall mean, with respect to Pinnacle or CNB, any effect that (i) is, or is reasonably expected to be, material and adverse to the financial position, results of operations or business of Pinnacle and its subsidiaries taken as a whole, or CNB and its subsidiaries taken as a whole, respectively, or (ii) would materially impair the ability of either Pinnacle or CNB to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger Company and the other transactions contemplated by this Agreement; PROVIDEDSeller, HOWEVER, that Material Adverse Effect shall not be deemed to include on the impact of (a) changes in banking and similar laws of general applicability or interpretations thereof by courts or governmental authorities, (b) changes in generally accepted accounting principles or regulatory accounting requirements applicable to banks and their holding companies generallyone hand, and (c) any modifications or changes to valuation or reserve policies and practices in connection with or in anticipation of the Merger or restructuring charges taken in connection with the Merger, in each case in accordance with generally accepted accounting principles, or restructuring charges taken by Pinnacle in connection with its prior acquisitions of Indiana Financial Corporation ("IFC") and CB Bancorp, Inc. ("CBI"), as included in the financial statements included in Pinnacle's Current Report on Form 8-K/A, dated October 14, 1997, as currently on file with the Securities and Exchange Commission (the "S.E.C.").the