Common use of Making of Representations and Warranties Clause in Contracts

Making of Representations and Warranties. (a) As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby makes to Buyer the representations and warranties contained in this Article III, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, the Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the Company’s representations and warranties contained in this Article III; provided, however, that no such item is required to be set forth on the 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 9.1.

Appears in 3 contracts

Samples: Merger Agreement (Orrstown Financial Services Inc), Merger Agreement (Alliance Financial Corp /Ny/), Merger Agreement (NBT Bancorp Inc)

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Making of Representations and Warranties. (a) As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby makes to Buyer the representations and warranties contained in this Article III, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, the Company has delivered to Buyer a schedule (the "Company Disclosure Schedule") listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the Company’s 's representations and warranties contained in this Article III; provided, however, that no such item is required to be set forth on the 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 9.1.

Appears in 2 contracts

Samples: Merger Agreement (Brookline Bancorp Inc), Merger Agreement (Bancorp Rhode Island Inc)

Making of Representations and Warranties. (a) As a material inducement to Buyer the Company to enter into this Agreement and to consummate the transactions contemplated hereby, the Company Buyer hereby makes to Buyer the Company and Shareholder the representations and warranties contained in this Article IIIV, subject to the standards established by Section 9.1. (b) 11.1. On or prior to the date hereof, the Company Buyer has delivered to Buyer the Company a schedule (the “Company Buyer Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the CompanyBuyer’s representations and warranties contained in this Article IIIV; provided, however, that no such item is required to be set forth on the Company 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 9.111.1.

Appears in 1 contract

Samples: Merger Agreement (Randolph Bancorp, Inc.)

Making of Representations and Warranties. (a) As a material inducement to Buyer the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer and Merger LLC hereby make to the Company hereby makes to Buyer the representations and warranties contained in this Article IIIIV, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, Buyer and Merger LLC have delivered to the Company has delivered to Buyer a schedule (the “Company Buyer Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the Company’s its representations and warranties contained in this Article IIIwarranties; provided, however, that no such item is required to be set forth on the Company 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 9.1.

Appears in 1 contract

Samples: Merger Agreement (Camden National Corp)

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Making of Representations and Warranties. (a) As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby makes to Buyer the representations and warranties contained in this Article III, subject to the standards established by Section 9.19.01. (b) On or prior to the date hereof, the Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the Company’s representations and warranties contained in this Article III; provided, however, that no such item is required to be set forth on the 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 9.19.01.

Appears in 1 contract

Samples: Merger Agreement (CNB Financial Corp/Pa)

Making of Representations and Warranties. (a) As a material inducement to Buyer and Merger LLC to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby makes to Buyer and Merger LLC the representations and warranties contained in this Article III, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, the Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of the Company’s representations and warranties contained in this Article III; provided, however, that no such item is required to be set forth on the 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 9.1.

Appears in 1 contract

Samples: Merger Agreement (Camden National Corp)

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