Common use of Making of Representations and Warranties Clause in Contracts

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV. (b) On or prior to the date hereof, Buyer has delivered to the Company a schedule (the “Buyer Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of its representations and warranties; provided, however, that no such item is required to be set forth on the Buyer Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 4.1(c). (c) No representation or warranty of Buyer contained in this Article IV shall be deemed untrue or incorrect, and no party hereto shall be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IV, has had or would reasonably be expected to have a Buyer Material Adverse Effect (as defined in Section 9.2); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 4.3, 4.4 and 4.5 and the first two sentences of Section 4.2, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to the Company Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer the Company hereby makes to the Company Buyer the representations and warranties contained in this Article IVIII. (b) On or prior to the date hereof, Buyer the Company has delivered to the Company Buyer a schedule (the “Buyer Company Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of its the Company’s representations and warrantieswarranties contained in this Article III; provided, however, that no such item is required to be set forth on the Buyer Company Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 4.1(c3.1(c). (c) No representation or warranty of Buyer the Company contained in this Article IV III shall be deemed untrue or incorrect, and no party hereto the Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IVIII, has had or would reasonably be expected to have a Buyer Company Material Adverse Effect (as defined in Section 9.2); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 4.33.3, 4.4 3.4(a), 3.4(b), 3.5 and 4.5 and 3.6, Section 3.13(f), the first two sentences of Section 4.23.2, and the last sentence of Section 3.14(f), which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV. (b) On or prior to the date hereof, Buyer Company has delivered to the Company Buyer a schedule (the “Buyer Company Disclosure Schedule”) listingsetting forth, among other things, items the disclosure of which is necessary or appropriate either in relation response to any an express disclosure requirement contained in a provision hereof or all as an exception to one or more representations or warranties contained in Article III or to one or more of its representations and warrantiescovenants contained in Article V; provided, however, that no such the mere inclusion of an item is required to be set forth on in the Buyer Company Disclosure Schedule as an exception to a representation or warranty if its absence 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 Company Disclosure Schedule, such item is not or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth in the related Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement, except as to any representation or warranty being untrue or incorrect under which specifically speaks as of an earlier date (including without limitation representations made as of “the standards established by Section 4.1(cdate hereof”). (c) , which only need be correct as of such earlier date. No representation or warranty of Buyer Company contained in this Article IV III shall be deemed untrue or incorrect, and no party hereto Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IVIII, has had or would reasonably be expected to have a Buyer Material Adverse Effect (as defined with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in Section 9.2)any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 4.33.02, 4.4 3.03, 3.04, 3.05, 3.06, 3.08, 3.10, 3.15, 3.16(c), 3.16(f), 3.16(g) and 4.5 and the first two sentences of Section 4.2, 3.16(h) which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV. (b) On or prior to the date hereof, Buyer has delivered to the Company a schedule (the “Buyer Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of its representations and warranties; provided, however, that no such item is required to be set forth on the Buyer Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 4.1(c). (c) No representation or warranty of Buyer contained in this Article IV shall be deemed untrue or incorrect, and no party hereto shall be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IV, has had or would reasonably be expected to have a Buyer Material Adverse Effect (as defined in Section 9.29.2(a)); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 4.3, 4.4 4.4(a) (as it relates to the Buyer Banks (as defined in Section 9.2(a)), 4.5 and 4.5 4.6 and the first two sentences of Section 4.2, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to the Company Buyer, Buyer Bank and Merger Sub to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company and Company Bank jointly and severally hereby make to Buyer, Buyer Bank and Merger Sub the representations and warranties contained in this Article IVIII. (b) On or prior to the date hereof, Buyer the Company has delivered to the Company Buyer, Buyer Bank and Merger Sub a schedule (the “Buyer Company Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of its the Company’s and Company Bank’s representations and warrantieswarranties contained in this Article III; provided, however, that no such item is required to be set forth on the Buyer Company Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 4.1(c3.1(c). (c) No representation or warranty of Buyer the Company and Company Bank contained in this Article IV III shall be deemed untrue or incorrect, and no party hereto the Company and Company Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IVIII, has had or would reasonably be expected to have a Buyer Company Material Adverse Effect (as defined in Section 9.2)Effect; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 4.33.3, 4.4 3.4(a), 3.5, 3.6, 3.9(a) and 4.5 and 3.32, as well as the first two sentences of Section 4.23.2, and the last sentence of Section 3.15(g), which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to the Company Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer the Company hereby makes to the Company Buyer the representations and warranties contained in this Article IVIII. (b) On or prior to the date hereof, Buyer the Company has delivered to the Company Buyer a schedule (the “Buyer Company Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of its the Company’s representations and warrantieswarranties contained in this Article III; provided, however, that no such item is required to be set forth on the Buyer Company Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 4.1(c3.1(c). (c) No representation or warranty of Buyer the Company contained in this Article IV III shall be deemed untrue or incorrect, and no party hereto the Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IVIII, has had or would reasonably be expected to have a Buyer Company Material Adverse Effect (as defined in Section 9.29.2(a)); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 4.33.3, 4.4 and 4.5 and 3.4, 3.5, 3.6, Section 3.13, the first two sentences of Section 4.23.2, and the last sentence of Section 3.14(f), which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to the Company Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer the Company hereby makes to the Company Buyer the representations and warranties contained in this Article IVIII. (b) On or prior to the date hereof, Buyer the Company has delivered to the Company Buyer a schedule (the “Buyer Company Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of its the Company’s representations and warrantieswarranties contained in this Article III; provided, however, that no such item is required to be set forth on the Buyer Company Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 4.1(c3.1(c). (c) No representation or warranty of Buyer the Company contained in this Article IV III shall be deemed untrue or incorrect, and no party hereto the Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IVIII, has had or would reasonably be expected to have a Buyer Company Material Adverse Effect (as defined in Section 9.29.2(a)); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 4.33.3, 4.4 3.4(a), 3.4(b), 3.5 and 4.5 and 3.6, Section 3.13(f), the first two sentences of Section 4.23.2, and the last sentence of Section 3.14(f), which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV. (b) On or prior to the date hereof, Buyer has delivered to the Company a schedule (the “Buyer Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of its their representations and warranties; provided, however, that no such item is required to be set forth on the Buyer Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 4.1(c). (c) No representation or warranty of Buyer contained in this Article IV shall be deemed untrue or incorrect, and no party hereto shall be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IV, has had or would reasonably be expected to have a Buyer Material Adverse Effect (as defined in Section 9.29.2(a)); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 4.3, 4.4 4.5 and 4.5 4.6 and the first two sentences of Section 4.2, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer, Buyer Bank and Merger Sub jointly and severally hereby makes make to the Company the representations and warranties contained in this Article IV. (b) On or prior to the date hereof, Buyer, Buyer has Bank and Merger Sub have delivered to the Company a schedule (the “Buyer Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of its representations and warranties; provided, however, that no such item is required to be set forth on the Buyer Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 4.1(c). (c) No representation or warranty of Buyer, Buyer Bank or Merger Sub contained in this Article IV shall be deemed untrue or incorrect, and no party hereto shall be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IV, has had or would reasonably be expected to have a Buyer Material Adverse Effect (as defined in Section 9.2)Effect; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 4.3, 4.4 and 4.5 4.4, 4.5, 4.12 and the first two sentences of Section 4.2, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV. (b) On or prior to the date hereof, Buyer has delivered to the Company a schedule (the “"Buyer Disclosure Schedule”") listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of its their representations and warranties; provided, however, that no such item is required to be set forth on the Buyer Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 4.1(c). (c) No representation or warranty of Buyer contained in this Article IV shall be deemed untrue or incorrect, and no party hereto shall be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IV, has had or would reasonably be expected to have a Buyer Material Adverse Effect (as defined in Section 9.29.2(a)); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 4.3, 4.4 4.5 and 4.5 4.6 and the first two sentences of Section 4.2, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to the Company Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer the Company hereby makes to the Company Buyer the representations and warranties contained in this Article IVIII. (b) On or prior to the date hereof, Buyer the Company has delivered to the Company Buyer a schedule (the “Buyer "Company Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of its the Company's representations and warrantieswarranties contained in this Article III; provided, however, that no such item is required to be set forth on the Buyer Company Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 4.1(c3.1(c). (c) No representation or warranty of Buyer the Company contained in this Article IV III shall be deemed untrue or incorrect, and no party hereto the Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IVIII, has had or would reasonably be expected to have a Buyer Company Material Adverse Effect (as defined in Section 9.29.2(a)); provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 4.33.3, 4.4 and 4.5 and 3.4, 3.5, 3.6, Section 3.13, the first two sentences of Section 4.23.2, and the last sentence of Section 3.14(f), which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.