Common use of Representations and Warranties; Agreements and Covenants Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (RBB Bancorp), Agreement and Plan of Merger (RBB Bancorp)

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Representations and Warranties; Agreements and Covenants. The representations and warranties of RBB Bancorp and RBB EWBC 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 RBBEWBC. RBB Bancorp and RBB EWBC shall have performed, in all material respects, each of their its covenants and agreements contained in this Agreement. UNB shall have received a certificate, dated the Effective Date, signed on behalf of EWBC and a Material Adverse Effect with respect EWB by authorized executive officers of EWBC and EWB to RBB Bancorp or RBB shall not have occurredsuch effect.

Appears in 1 contract

Samples: Agreement of Merger (East West Bancorp Inc)

Representations and Warranties; Agreements and Covenants. The representations and warranties of RBB Bancorp and RBB EWBC set forth in this Agreement shall be true and correct as of the effective 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 effective 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 RBBEWBC. RBB Bancorp and RBB EWBC shall have performed, in all material respects, each of their its covenants and agreements contained in this Agreement. SB shall have received a certificate, dated the Effective Date, signed on behalf of EWBC and a Material Adverse Effect with respect EWB by authorized executive officers of EWBC and EWB to RBB Bancorp or RBB shall not have occurredsuch effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (East West Bancorp Inc)

Representations and Warranties; Agreements and Covenants. The representations and warranties of RBB Bancorp TFC and RBB the Bank 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 TFC or RBBthe Bank. RBB Bancorp TFC and RBB the Bank shall have performed, in all material respects, each of their its covenants and agreements contained in this Agreement, and a Material Adverse Effect with respect to RBB Bancorp or RBB TFC and the Bank shall not have occurred.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RBB Bancorp)

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Representations and Warranties; Agreements and Covenants. The representations and warranties of RBB Bancorp the Principal Shareholder and RBB UNB 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 RBBUNB. RBB Bancorp UNB and RBB the Principal Shareholder shall have performed, in all material respects, each of their its covenants and agreements contained in this AgreementAgreement and EWBC and EWB shall have received a certificate from UNB, dated the Effective Date, signed by the Chief Executive Officer and a Material Adverse Effect with respect the Chief Financial Officer of UNB to RBB Bancorp or RBB shall not have occurredsuch effect.

Appears in 1 contract

Samples: Agreement of Merger (East West Bancorp Inc)

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