Representations and Warranties; Agreements and Covenants. All of the representations and warranties of the Company contained herein that (A) are qualified as to materiality shall be true and correct on and as of the Closing Date, except to the extent any representation or warranty expressly relates to an earlier date and that (B) are not qualified as to materiality are true and correct in all material respects on and as of the Closing Date, except to the extent any representation or warranty expressly relates to an earlier date. The Company shall have performed or complied with all agreements, covenants and conditions contained herein and in the Registration Rights Agreement and the Commitment Letter which are required to be performed or complied with by the Company on or before the Closing Date.
Representations and Warranties; Agreements and Covenants. (i) The representations and warranties of the Company contained in this Agreement which are qualified as to materiality shall be true and correct in all respects and all other representations and warranties shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as if made as of the Closing, (ii) all the agreements and covenants contained in this Agreement to be performed or complied with by the Company at or before the Closing shall have been performed or complied with in all material respects and (iii) the Purchasers shall have received a certificate of the Company signed by a duly authorized officer thereof, as to the fulfillment of the conditions set forth in the foregoing clauses (i) and (ii).
Representations and Warranties; Agreements and Covenants. The representations and warranties of RBB Bancorp and RBB set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Effective Date as though made on and as of the Effective Date (except that representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be true and correct as of such date). For purposes of this paragraph, such representations and warranties shall be deemed to be true and correct in all material respects unless the failure or failures of such representations and warranties to be true and correct in all material respects, either individually or in the aggregate, and without giving effect to any materiality, material adverse effect or similar qualifications set forth in such representations and warranties, will have or would reasonably be expected to have a Material Adverse Effect on RBB Bancorp or RBB. RBB Bancorp and RBB shall have performed, in all material respects, each of their covenants and agreements contained in this Agreement, and a Material Adverse Effect with respect to RBB Bancorp or RBB shall not have occurred.
Representations and Warranties; Agreements and Covenants. The representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the Closing as though made at and as of the Closing except for representations or warranties made as of a specific date, which shall be true and correct as of such date. Each of the obligations of Purchaser required by this Agreement to be performed by it at or prior to the Closing shall have been duly performed and complied with in all material respects as of the Closing. Each of the deliveries required to be made by Purchaser at the Closing shall have been made by Purchaser. At the Closing, the Sellers shall receive a certificate of an officer of Purchaser, dated the Closing Date, to the effect that the conditions set forth in this subsection (a) have been satisfied.
Representations and Warranties; Agreements and Covenants. (i) (A) The representations and warranties of each Company and each Seller contained in this Agreement or in any Schedule delivered pursuant to the provisions of this Agreement (other than the representations and warranties set forth in Sections 3.1(a), 3.1(b), 3.1(e), 3.1(f), 3.1(o)(ii), 3.1(x)(B)) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made at and as of the Closing, except for representations or warranties made as of a specific date, which shall be true and correct in all material respects as of such date; (B) the representations and warranties set forth in Sections 3.1(a), 3.1(b), 3.1(e), and 3.1(f) shall be true and correct in all respects as of the date of this Agreement and as of the Closing, as though made at and as of the Closing, except for representations or warranties made as of a specific date, which shall be true and correct in all respects as of such date; and (C) Purchaser shall have received at the Closing a certificate signed by an authorized representative of each of the Sellers to the foregoing effect.
Representations and Warranties; Agreements and Covenants. (i) AWS shall have performed or complied with in all material respects its covenants and agreements under this Agreement that are required to be performed or complied with prior to the Closing, (ii) the representations and warranties of AWS contained in this Agreement (other than those referred to in clause (iii) below) shall have been true and correct as of the date of this Agreement and as of the Closing (except for those representations and warranties which expressly address matters only as of the date of this Agreement or any other particular date, which shall be true and correct in all respects only as of such date), except to the extent that any failures of such representations and warranties to be true and correct, individually or when aggregated with any other such failures, does not constitute an AWS Material Adverse Effect (it being understood that, for purposes of determining the truth and correctness of such representations and warranties, all "AWS Material Adverse Effect" qualifications and other qualifications based on the word "material" or similar phrases contained in such representations and warranties shall be disregarded); (iii) the representations and warranties of AWS contained in Sections 3.3, 3.4 and 3.5(a)(i) shall have been true and correct in all material respects as of the date of this Agreement and as of the Closing (except for those representations and warranties which expressly address matters only as of the date of this Agreement or any other particular date, which shall be true and correct in all material respects only as of such date); and (iv) and TeleCorp shall have received a certificate of a duly authorized officer of AWS to the effects set forth in clauses (i), (ii) and (iii) above.
Representations and Warranties; Agreements and Covenants. (i) -------------------------------------------------------- The representations and warranties of the Stockholders contained in this Agreement shall be true and correct in all material 50 respects on and as of the Closing, with the same force and effect as if made as of the Closing, (ii) all the agreements contained in this Agreement to be performed or complied with by the Stockholders at or before the Closing shall have been performed or complied with in all material respects and (iii) the Parent shall have received a certificate from the Stockholders as to the fulfillment of the conditions set forth in the foregoing clauses (i) and (ii).
Representations and Warranties; Agreements and Covenants. (i) The representations and warranties of Parent and Sub contained in Section 4.4 (Proxy Statement), shall be true and correct in all material respects as of the Closing Date as though made at the Closing (except to the extent that such representations and warranties expressly relate to a specific date or as of the date hereof, in which case such representations and warranties shall be true and correct in all material respects as of such date), and (ii) the representations and warranties of Parent and Sub set forth in this Agreement (other than those contained in the preceding clause (i)) shall be true and correct (without giving effect to any limitation as to “knowledge” or “materiality”) on the date of this Agreement and at the Closing (except to the extent that such representation and warranty speaks as of a particular date, in which case such representation and warranty shall be true and correct as of that date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Sub to consummate the Merger and the other material transactions contemplated by this Agreement. The Company shall have received a certificate signed on behalf of Parent and Sub by the Chief Financial Officer or Chief Executive Officer of each of Parent and Sub to such effect.
Representations and Warranties; Agreements and Covenants. The representations and warranties of Buyer set forth in Article VI shall be true and correct in all material respects as of the date hereof and the Closing Date, other than such representations and warranties as are specifically made as of another date, which shall be true and correct in all material respects as of such date, except, in each case, where the failure to be so true and correct in all material respects would not materially delay or prevent the consummation of the Transactions. Buyer shall have performed all its agreements and covenants hereunder.
Representations and Warranties; Agreements and Covenants. (i) The representations and warranties of the Company contained in this Agreement and in any certificate or agreement of the Company delivered pursuant hereto shall be true and correct in all material respects as of the date hereof, (ii) the Company shall have performed or complied with in all material respects all agreements and covenants contained in this Agreement and in any certificate or agreement of the Company delivered pursuant hereto to be performed or complied with by the Company at or before the Sale Closing, and (iii) the Purchasers shall have received a certificate of the Company, signed by the President or a Vice President thereof, on behalf of the Company, as to the fulfillment of the conditions set forth in the foregoing clauses (i) and (ii). (b)
