Common use of Exceptions to Representations and Warranties Clause in Contracts

Exceptions to Representations and Warranties. (a) On or before the date hereof, D&N has delivered to Republic and Republic has delivered to D&N its respective Disclosure Schedule setting forth, among other things, exceptions to any and all of its representations and warranties in Article II, provided that each exception set forth in a Disclosure Schedule shall be deemed disclosed for purposes of all representations and warranties if such exception is contained in a section of the Disclosure Schedule corresponding to a Section in Article II and provided further that (i) no such exception is required to be set forth in a Disclosure Schedule if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 2.23(b) and (ii) the mere inclusion of an exception in a Disclosure Schedule shall not be deemed an admission by a party that such exception represents a material fact, event or circumstance or would result in a material adverse effect or material adverse change. (b) None of the representations or warranties of D&N or Republic contained in Article II shall be deemed untrue or incorrect, and no party shall be deemed to have breached its representations or warranties contained herein, as a consequence of the existence of any fact, circumstance or event if such fact, circumstance or event, individually or taken together with all other facts, circumstances or events, would not, or in the case of Section 2.8 is not reasonably likely to, have a material adverse effect or material adverse change on such party. As used in this Agreement, the term "material adverse effect" or "material adverse change" means an effect or change which (i) is materially adverse to the financial condition of a party and its respective Subsidiaries taken as a whole, (ii) significantly and adversely affects the ability of D&N or Republic to consummate the transactions contemplated hereby or to perform its material obligations hereunder or (iii) enables any person to prevent the consummation of the transactions contemplated hereby, provided however that any effect or change resulting from (A) actions or omissions of D&N or Republic contemplated by this Agreement or taken with the prior consent of the other party in contemplation of the transactions provided for herein (including, without limitation, conforming accounting adjustments and, in the case of Republic, the entering into and/or consummation of the "Contemplated Permitted Transaction" (as defined in Section 3.14 hereof)), or (B) circumstances affecting the financial institutions industry generally (including changes in laws or regulations, accounting principles or general levels of interest rates) which do not adversely affect a party and its Subsidiaries, taken as a whole, in a manner significantly different than the other party hereto, shall be deemed not to be or have a material adverse effect or result in a material adverse change.

Exceptions to Representations and Warranties. (a) On or before Within fourteen (14) days of the date hereof, D&N has delivered Bancorp shall deliver to Republic Sturgis and Republic has delivered Sturgis shall deliver to D&N its Bancorp each party's respective Disclosure Schedule setting forth, among other things, forth exceptions to any its and all of its Subsidiaries' representations and warranties in Article IIthis ARTICLE TWO, provided that each exception set forth in a Disclosure Schedule shall be deemed disclosed for purposes of all representations and warranties if such exception is contained in a section of the Disclosure Schedule corresponding to a Section in Article II ARTICLE TWO and provided further that (i) no such exception is required to be set forth in a Disclosure Schedule if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 2.23(bSECTION 2.29(B). (b) and (ii) If the mere inclusion of an exception in a Disclosure Schedule shall not be deemed an admission by a of either party that such exception represents a material reveals the existence of any fact, event or circumstance or event, individually or taken together with all other facts, circumstances or events, which would result in constitute a material adverse effect or material adverse changechange (as defined in SECTION 2.29(C)), then either party, in writing, may terminate this Agreement within five (5) business days after receipt of such Disclosure Schedule and (i) this Agreement shall become void and have no effect except the provisions of SECTIONS 2.7, 3.6, 8.2 AND 8.12 shall survive; and (ii) each party shall bear and pay all costs and expenses incurred by it in connection with this Agreement and the transactions contemplated herein. (bc) None of the representations or warranties of D&N Bancorp or Republic Sturgis contained in Article II ARTICLE TWO shall be deemed untrue or incorrect, and no party shall be deemed to have breached its representations or warranties contained herein, as a consequence of the existence of any fact, circumstance or event if such fact, circumstance or event, individually or taken together with all other facts, circumstances or events, would not, or in the case of Section 2.8 is not reasonably likely to, have a material adverse effect or material adverse change on such party. As used in this Agreement, the term "material adverse effect" or "material adverse change" means an effect or change which (i) is materially adverse to the financial condition of a party and its respective Subsidiaries taken as a whole, (ii) significantly and adversely affects the ability of D&N Bancorp or Republic Sturgis to consummate the transactions contemplated hereby or to perform its material obligations hereunder or (iii) enables any person to prevent the consummation of the transactions contemplated hereby, provided however that any effect or change resulting from (A) actions or omissions of D&N Bancorp or Republic Sturgis contemplated by this Agreement or taken with the prior consent of the other party in contemplation of the transactions provided for herein (including, without limitation, conforming accounting adjustments and, in the case of Republic, the entering into and/or consummation of the "Contemplated Permitted Transaction" (as defined in Section 3.14 hereof))herein, or (B) circumstances affecting the financial institutions industry generally (including changes in laws or regulations, accounting principles or general levels of interest rates) which do not adversely affect a party and its Subsidiaries, taken as a whole, in a manner significantly different than the other party hereto, shall be deemed not to be or have a material adverse effect or result in a material adverse change.

Exceptions to Representations and Warranties. (a) a On or before the date hereof, D&N AccuMed has delivered to Republic Ampersand and Republic has Acquisition Sub, and Ampersand and Acquisition Sub have delivered to D&N its AccuMed, their respective Disclosure Schedule Schedules, setting forth, among other things, exceptions to any and all of its their respective representations and warranties contained in this Article II, provided that each exception set forth in a Disclosure Schedule shall be deemed disclosed for purposes of all representations and warranties if such exception is contained in a section of the a Disclosure Schedule corresponding to a Section in Article II II, and provided further that (i) no such exception is required to be set forth in a Disclosure Schedule if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 2.23(b2.20(b) hereof, and (ii) the mere inclusion of an exception in a Disclosure Schedule shall not be deemed an admission by a party that such exception represents a material fact, event or circumstance or would result in a material adverse effect or material adverse change. (b) b None of the representations or warranties of D&N or Republic the parties hereto contained in this Article II shall be deemed untrue or incorrect, and no party shall be deemed to have breached its representations or warranties contained herein, as a consequence of the existence of any fact, circumstance or event if such fact, circumstance or event, individually or taken together with all other facts, circumstances or events, would not, or in the case of Section 2.8 is not reasonably likely to, have a material adverse effect or material adverse change on such party. As used in this Agreement, the term "material adverse effect" or "material adverse change" means an effect or change which (i) is materially adverse to the financial condition of a party and its respective Subsidiaries taken as a whole, (ii) significantly and adversely affects the ability of D&N AccuMed, Ampersand or Republic Acquisition Sub to consummate the transactions contemplated hereby or to perform its material obligations hereunder hereunder, or (iii) enables any person to prevent the consummation of the transactions contemplated hereby; provided, provided however however, that any effect or change resulting from (A) actions or omissions of D&N or Republic the parties hereto contemplated by this Agreement or taken with the prior consent of the other party parties in contemplation of the transactions provided for herein (including, without limitation, conforming accounting adjustments and, in the case of Republic, the entering into and/or consummation of the "Contemplated Permitted Transaction" (as defined in Section 3.14 hereof)adjustments), or (B) circumstances generally affecting the financial institutions industry generally or industries within which the parties operate (including changes in laws or regulations, accounting principles or general levels of interest rates) which do not adversely affect a party and its Subsidiaries, taken as a whole, in a manner significantly different than the other party parties hereto, shall be deemed not to be or have a material adverse effect or result in a material adverse change.

Exceptions to Representations and Warranties. (a) On or before prior to the date hereof, D&N Buyer has delivered to Republic Seller and Republic Seller has delivered to D&N its respective Disclosure Schedule Buyer the Schedules setting forth, among other things, exceptions to any and or all of its representations and warranties in this Article II; PROVIDED, provided that each exception set forth in a Disclosure Schedule shall be deemed disclosed for purposes of all representations and warranties if such exception is contained in a section of the Disclosure Schedule corresponding to a Section in Article II and provided further that (i) no such exception is required to be set forth in a Disclosure Schedule if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 2.23(b2.4(b) and (ii) the mere inclusion of an any exception in a Disclosure Schedule shall not be deemed an admission by a party that such exception represents a material fact, event or circumstance or would result in a material adverse Material Adverse Effect and (iii) the delivery by either party of a corrected or amended Schedule after the date of this Agreement shall not have the effect of curing or material adverse changecorrecting any prior breach or other failure of any representation or warranty made by such party. (b) None No representation or warranty of the representations Buyer or warranties of D&N or Republic Seller contained in this Article II shall be deemed untrue or incorrect, and no party hereto shall be deemed to have breached its representations a representation or warranties contained hereinwarranty, as a consequence of the existence of any fact, circumstance or event if such fact, circumstance or event, individually or taken together with all other similar facts, circumstances or events, would not, or in the case of Section 2.8 is not reasonably likely to, have a material adverse effect or material adverse change on such partyMaterial Adverse Effect. As used in this Agreement, the term "material adverse effect" or "material adverse changeMaterial Adverse Effect" means an effect or change which (i) is materially adverse to the business, financial condition condition, results of a party operations or prospects of Buyer, Seller or the Banks or the respective individual Bank and its respective Subsidiaries taken subsidiaries as a wholethe context may dictate, (ii) significantly and adversely affects the ability of D&N Buyer or Republic Seller, as the context may dictate, to consummate the transactions contemplated hereby or to perform its material obligations hereunder hereunder, or (iii) enables any person Person to prevent the consummation of the transactions contemplated hereby; PROVIDED, provided however HOWEVER, that any effect or change resulting from (A) actions or omissions of D&N Buyer or Republic contemplated by this Agreement or Seller taken with the prior consent of the other party in contemplation of the transactions provided for herein (including, without limitation, conforming accounting adjustments and, in the case of Republic, the entering into and/or consummation of the "Contemplated Permitted Transaction" (as defined in Section 3.14 hereof)), or (B) circumstances affecting the financial institutions banking industry in Montana and Wyoming generally (including changes in laws or regulations, accounting principles or general levels of interest rates) which do not adversely affect a party and its Subsidiaries, taken as a whole, in a manner significantly different than the other party hereto, shall be deemed not to be or have a material adverse effect or result in a material adverse changeMaterial Adverse Effect.

Exceptions to Representations and Warranties. (a) On or before the date hereof, D&N Avondale has delivered to Republic Coal City and Republic Coal City has delivered to D&N Avondale its respective Disclosure Schedule setting forth, among other things, exceptions to any and all of its representations and warranties in Article II, provided that each exception set forth in a Disclosure Schedule shall be deemed disclosed for purposes of all representations and warranties if such exception is contained in a section of the Disclosure Schedule corresponding to a Section in Article II and provided further that (i) no such exception is required to be set forth in a Disclosure Schedule if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 2.23(b) and (ii) the mere inclusion of an exception in a Disclosure Schedule shall not be deemed an admission by a party that such exception represents a material fact, event or circumstance or would result in a material adverse effect or material adverse change. (b) None of the representations or warranties of D&N Avondale or Republic Coal City contained in Article II shall be deemed untrue or incorrect, and no party shall be deemed to have breached its representations or warranties contained herein, as a consequence of the existence of any fact, circumstance or event if such fact, circumstance or event, individually or taken together with all other facts, circumstances or events, would not, or in the case of Section 2.8 is not reasonably likely to, have a material adverse effect or material adverse change on such party. As used in this Agreement, the term "material adverse effect" or "material adverse change" means an effect or change which (i) is materially adverse to the financial condition of a party and its respective Subsidiaries taken as a whole, (ii) significantly and adversely affects the ability of D&N Avondale or Republic Coal City to consummate the transactions contemplated hereby or to perform its material obligations hereunder or (iii) enables any person to prevent the consummation of the transactions contemplated hereby, provided however that any effect or change resulting from (A) actions or omissions of D&N Avondale or Republic Coal City contemplated by this Agreement or taken with the prior consent of the other party in contemplation of the transactions provided for herein (including, without limitation, conforming accounting adjustments and, in the case of Republic, the entering into and/or consummation of the "Contemplated Permitted Transaction" (as defined in Section 3.14 hereof)adjustments), or (B) circumstances affecting the financial institutions industry generally (including changes in laws or regulations, accounting principles or general levels of interest rates) which do not adversely affect a party and its Subsidiaries, taken as a whole, in a manner significantly different than the other party heretohereto or (C) any adjustments to the value of (x) interest-only strips owned by Avondale or any of its Subsidiaries, or (y) any mortgage-banking operations of Avondale or any of its Subsidiaries, shall be deemed not to be or have a material adverse effect or result in a material adverse change.