Disclosure Schedules. On or prior to the date hereof, Parent has delivered to the Company a schedule and the Company has delivered to Parent a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a 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 5.02 and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Bancorp Connecticut Inc), Shareholder Agreement (Banknorth Group Inc/Me), Shareholder Agreement (Banknorth Group Inc/Me)
Disclosure Schedules. (a) On or prior to the date hereof, Parent Dime has delivered to the Company a schedule Xxxxxx and the Company Xxxxxx has delivered to Parent Dime a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 5.3 or to one or more of its covenants contained in Article IVVI; provided, however, provided that (a1) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or warranty if its absence would is not be reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 5.02 5.2, and (b2) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hudson United Bancorp), Agreement and Plan of Merger (Hudson United Bancorp), Agreement and Plan of Merger (Hudson United Bancorp)
Disclosure Schedules. On or prior to the date hereof, Parent FBS has delivered to the Company a schedule USBC and the Company USBC has delivered to Parent FBS a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (ai) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or warranty if its absence would is not be reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 5.02 5.02, and (bii) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (First Bank System Inc), Agreement and Plan of Merger (Us Bancorp /Or/), Agreement and Plan of Merger (First Bank System Inc)
Disclosure Schedules. On or prior to the date hereof, Parent Purchaser has delivered to the Company a schedule and the Company has delivered to Parent Purchaser a schedule (respectively, its "“Disclosure Schedule"”) setting forth, among other things, items the disclosure of which is 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 Section 5.03 Sections 5.2 or 5.04 5.3 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a 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 5.02 and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse EffectEffect and (b) any information set forth in one section of a Disclosure Schedule shall be deemed to apply to each other section thereof to which its relevance is apparent on its face.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn Engineering & Manufacturing Corp), Agreement and Plan of Merger (PEM Holding Co.)
Disclosure Schedules. On or prior (a) Prior to the date hereofof this Agreement, Parent each of ANB and MFC has delivered to the Company a schedule and the Company has delivered to Parent other a schedule (respectively, its "“Disclosure Schedule"”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of such party’s representations or warranties contained in Section 5.03 or 5.04 3.3 for MFC and Section 3.4 for ANB or to one or more of its covenants or agreements contained in Article IVArticles 4 or 5; providedprovided that, however, that (ai) no such item is required to be set forth in a party’s Disclosure Schedule as an exception to a any representation or warranty of such party 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 5.02 3.2, and (bii) the mere inclusion of an item in a party’s Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a that party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse EffectEffect (as defined herein) with respect to such party.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Midcarolina Financial Corp), Agreement and Plan of Reorganization (American National Bankshares Inc)
Disclosure Schedules. On or prior to the date hereof, Parent the Company has delivered to the Acquiror and the Acquiror (on behalf of itself, the Bank and Merger Sub) has delivered to the Company a schedule and the Company has delivered to Parent a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 5.04, respectively, or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a 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 5.02 5.02, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse EffectEffect with respect to the Company or the Acquiror, respectively.
Appears in 2 contracts
Samples: 47 Agreement and Plan of Combination (North American Mortgage Co), Dime Bancorp Inc
Disclosure Schedules. On or prior to the date hereof, Parent Wachovia has delivered to the Company Jefferson a schedule and the Company Jefferson has delivered to Parent Wachovia a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a 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 5.02 5.02, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wachovia Corp/ Nc), Agreement and Plan of Merger (Jefferson Bankshares Inc)
Disclosure Schedules. On or prior to the date hereof, Parent Summit has delivered to the Company GAFC a schedule and the Company GAFC has delivered to Parent Summit a schedule (respectively, its "Disclosure ScheduleDISCLOSURE SCHEDULE") setting forth, among other things, items the disclosure of which is 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 Section 5.03 6.03 or 5.04 6.04 or to one or more of its covenants contained in Article IVV; provided, however, that (a) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or warranty if its absence would could not be reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 5.02 6.02, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse Effect.Effect on the party making the representation. All of GAFC's
Appears in 1 contract
Samples: Agreement and Plan (Greater Atlantic Financial Corp)
Disclosure Schedules. On or prior to the date hereof, Parent has delivered to the Company Southland Bank a schedule and the Company Southland Bank has delivered to Parent a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a 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 5.02 and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Disclosure Schedules. On or prior to the date hereof, Parent Sky has delivered to the Company Three Rivers a schedule and the Company Three Rivers has delivered to Parent Sky a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items items, the disclosure of which is are 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 Section 5.03 or 5.04 or to one or more of its respective covenants contained in Article IVIV and Article VI; provided, however, that (a) no such item is required to be set forth in a 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 5.02 5.02, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to have or result in a Material Adverse Effect.Effect on the party making the
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sky Financial Group Inc)
Disclosure Schedules. On or prior to the date hereof, Parent has delivered to the Company Slippery Rock a schedule and the Company Slippery Rock has delivered to Parent a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or warranty or as an exception to a covenant in Article IV 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 5.02 and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Slippery Rock Financial Corp)
Disclosure Schedules. On or prior to the date hereof, Parent has delivered to the Company Rancho Bank a schedule and the Company Rancho Bank has delivered to Parent a schedule (each respectively, its "“Disclosure Schedule"”) setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a 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 5.02 and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Disclosure Schedules. On or prior to the date hereof, Parent First Union has delivered to the Company Signet a schedule and the Company Signet has delivered to Parent First Union a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is necessary or appropriate either (i) in response to an express disclosure requirement contained in a provision hereof or (ii) as an exception to one or more representations or warranties contained in Section 5.03 or 5.04 or to one or more of its covenants contained in Article IVIV or VI; provided, however, that (a) no such item is required to be set forth in a 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 5.02 5.02, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Disclosure Schedules. On or prior to the date hereof, Parent Wachovia has delivered to the Company Commerce a schedule and the Company Commerce has delivered to Parent Wachovia a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a 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 5.02 5.02, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Commerce National Corp)
Disclosure Schedules. On or prior to the date hereof, Parent has -------------------- delivered to the Company a schedule and the Company has delivered to Parent a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a 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 5.02 and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Shareholder Agreement (American Financial Holdings Inc)
Disclosure Schedules. On or prior to the date hereof, Parent Wachovia has delivered to the Company Bancshares a schedule and the Company Bancshares has delivered to Parent Wachovia a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 5.3 or 5.04 5.4 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a 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 5.02 5.2, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Disclosure Schedules. On or prior to the date hereof, Parent CCBI has delivered to the Company Calnet a schedule and the Company Calnet has delivered to Parent CCBI a schedule (respectively, its "“Disclosure Schedule"”) setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or warranty or as an exception to a covenant in Article IV 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 5.02 and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Calnet Shareholder Agreement (Commercial Capital Bancorp Inc)
Disclosure Schedules. On or prior to the date hereof, Parent SFG has delivered to the Company FWB a schedule and the Company FWB has delivered to Parent SFG a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items items, the disclosure of which is are 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 Section 5.03 or 5.04 or to one or more of its respective covenants contained in Article IVIV and Article VI; provided, however, that (a) no such item is required to be set forth in a 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 5.02 5.02, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to have or result in a Material Adverse EffectEffect on the party making the representation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Western Bancorp Inc)
Disclosure Schedules. On or prior to the date hereof, Parent has delivered to the Company Hawthorne a schedule and the Company Hawthorne has delivered to Parent a schedule (respectively, its "“Disclosure Schedule"”) setting forth, among other things, items the disclosure of which is 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 Section 5.03 5.03, 5.04 or 5.04 5.05 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or warranty or as an exception to a covenant in Article IV 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 5.02 and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Commercial Capital Bancorp Inc)
Disclosure Schedules. On or prior to the date hereof, Parent PBV has delivered to the Company a schedule and the Company has delivered to Parent FCBI a schedule (respectively, its "“Disclosure Schedule"”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one (1) or more representations or warranties contained in Section 5.03 or 5.04 or to one (1) or more of its covenants contained in Article IVIV or Article VI; provided, however, that (a) no such item is required to be set forth in a 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 set forth in Section 5.02 5.02, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (First Community Bancshares Inc /Nv/)
Disclosure Schedules. On or prior to the date hereof, Parent Wachovia has delivered to the Company 1st United a schedule and the Company 1st United has delivered to Parent a Wachovia schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a 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 5.02 5.02, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Disclosure Schedules. On or At least three Business Days prior to the date hereof, Parent has delivered to the Company a schedule and the Company has shall have delivered to Parent a schedule (respectively, its "the “Disclosure Schedule"”) setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IVArticles IV or VI; provided, however, that (a) no such item is required to be set forth in a the Disclosure Schedule as an exception to a representation or warranty if its absence would could not reasonably be reasonably likely expected to result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 5.02 and (b) the mere inclusion of an item in a the Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)
Disclosure Schedules. On or prior to the date hereof, Parent has delivered to the Company Hawthorne a schedule and the Company Hawthorne has delivered to Parent a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 5.03, 5.04 or 5.04 5.05 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or warranty or as an exception to a covenant in Article IV 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 5.02 and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hawthorne Financial Corp)
Disclosure Schedules. On or prior to the date hereof, Parent Wachovia has delivered to the Company IJL a schedule and the Company IJL has delivered to Parent Wachovia a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a 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 5.02 5.02, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Disclosure Schedules. On or prior to the date hereof, Parent has delivered to the Company Target a schedule and the Company Target has delivered to Parent a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a 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 5.02 and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Disclosure Schedules. On or prior to the date hereof, Parent has delivered to the Company NSD a schedule and the Company NSD has delivered to Parent a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or warranty or as an exception to a covenant in Article IV 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 5.02 and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Disclosure Schedules. On or prior to the date hereof, Parent has delivered to the Company IPC a schedule and IPC and the Company has Stockholders have delivered to Parent a schedule (respectively, its "a “Disclosure Schedule"”) setting forth, among other things, items the disclosure of which is 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 Section 5.03 4.03, 4.04 or 5.04 4.05 or to one or more of its covenants contained in Article IVV; provided, however, that (a) no such item is required to be set forth in a 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 5.02 4.02 and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Employment Agreement (First Community Bancshares Inc /Nv/)
Disclosure Schedules. On or prior to the date hereof, Parent PPBI has delivered to the Company FAB a schedule and the Company FAB has delivered to Parent PPBI a schedule (each respectively, its "“Disclosure Schedule"”) setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IVArticles IV and VI; provided, however, that (a) no such item is required to be set forth in a 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 5.02 and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect. Each exception set forth in the Disclosure Schedule shall be deemed to qualify the corresponding representation and warranty set forth in this Agreement that is specifically identified (by cross-reference or otherwise) in the Disclosure Schedule.
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Samples: Shareholder Agreement (Pacific Premier Bancorp Inc)
Disclosure Schedules. On or prior to the date hereof, Parent Wachovia has delivered to the Company Central a schedule and the Company Central has delivered to Parent Wachovia a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is 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 Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV; provided, however, that (a) no such item is required to be set forth in a 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 5.02 5.02, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse Effect.
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