Representations and Warranties; Corporate Proceedings. Each representation and warranty of Alliance and Alliance Bank set forth in Article IV hereof shall be true and correct in all material respects (except those representations and warranties which are qualified by a materiality standard, which shall be true and correct in all respects) as of the date of this Agreement and as of the Effective Time (other than those limited to a specified date, which shall speak only as to such date), and Eagle shall have received a certificate of the President of Alliance and Alliance Bank to that effect. All action required to have been taken by, or on the part of, Alliance or Alliance Bank to authorize the execution, delivery and performance of this Agreement and the Merger, respectively, shall have been duly and validly taken, and Eagle shall have received certified copies of the resolutions evidencing such authorizations.
Representations and Warranties; Corporate Proceedings. The representations and warranties of the Company set forth in Article III shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time, and the Buyer shall have received a certificate of the President of the Company to that effect. All corporate action required to have been taken by, or on the part of, the Company to authorize the execution, delivery and performance of this Agreement and the Merger, respectively, shall have been duly and validly taken and shall be in full force and effect, and the Buyer shall have received certified copies of the resolutions evidencing such authorizations.
Representations and Warranties; Corporate Proceedings. Each representation and warranty of Eagle and Holdings set forth in Article III hereof shall be true and correct in all material respects (except those representations and warranties which are qualified by a materiality standard, which shall be true and correct in all respects ) as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (other than those limited to a specified date, which shall speak only as to such date), and Fidelity shall have received a certificate of the President of Eagle and Holdings to that effect. All corporate action required to have been taken by, or on the part of, Eagle and Holdings to authorize the execution, delivery and performance of this Agreement and the Merger, respectively, shall have been duly and validly taken, and Fidelity and F&T Bank shall have received certified copies of the resolutions evidencing such authorizations.
Representations and Warranties; Corporate Proceedings. Each representation and warranty of WFBI set forth in Article III hereof shall be true and correct in all material respects (except those representations and warranties which are qualified by a materiality standard, which shall be true and correct in all respects ) as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (other than those limited to a specified date, which shall speak only as to such date), and Alliance and Alliance Bank shall have received a certificate of the Chief Executive Officer of WFBI to that effect. All corporate action required to have been taken by, or on the part of, WFBI to authorize the execution, delivery and performance of this Agreement and the Merger, respectively, shall have been duly and validly taken, and Alliance and Alliance Bank shall have received certified copies of the resolutions evidencing such authorizations.
Representations and Warranties; Corporate Proceedings. Each representation and warranty of Eagle set forth in Article III hereof shall be true and correct in all material respects (except those representations and warranties which are qualified by a materiality standard, which shall be true and correct in all respects) as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (other than those limited to a specified date, which shall speak only as to such date), and Alliance and Alliance Bank shall have received a certificate of the Chief Executive Officer of Eagle to that effect. All corporate action required to have been taken by, or on the part of, Eagle to authorize the execution, delivery and performance of this Agreement and the Merger, respectively, shall have been duly and validly taken, and Alliance and Alliance Bank shall have received certified copies of the resolutions evidencing such authorizations. (b)
Representations and Warranties; Corporate Proceedings. Each representation and warranty of HFS and KBank set forth in ARTICLE VII hereof shall be true and correct in all material respects (except those representations and warranties which are qualified by a materiality standard, which shall be true and correct in all respects, and except that the representations contain in Section 7.3 as to the number of shares of KBank Common Stock outstanding and the number of shares of KBank Common Stock and KBank equity securities assumable upon the exercise of options or similar rights, which shall be true and correct in all respects) as of the date of this Agreement and as of the Effective Time (other than those limited to a specified date, which shall speak only as to such date), and SNB and Southwest shall have received certificates of HFS and KBank, executed by the Presidents thereof to that effect. All action required to have been taken by, or on the part of, KBank to authorize the execution, delivery, and performance of this Agreement and the Bank Merger shall have been duly and validly taken, and SNB and Southwest shall have received certified copies of the resolutions evidencing such authorizations.
Representations and Warranties; Corporate Proceedings. Each representation and warranty of HFS set forth in ARTICLE VIII hereof shall be true and correct in all material respects (except those representations and warranties which are qualified by a materiality standard, which shall be true and correct in all respects, and except that the representations and warranties contain in Section 8.2(a) as to ownership of KBank common stock and Section 8.3 as to the number of shares of HFS Common Stock outstanding and the number of shares of HFS Common Stock and HFS equity securities assumable upon the exercise of options or similar rights, which shall be true and correct in all respects) as of the date of this Agreement and as of the Effective Time (other than those limited to a specified date, which shall speak only as to such date), and SNB and Southwest shall have received a certificate of HFS, executed by the President thereof to that effect. All action required to have been taken by, or on the part of, HFS to authorize the execution, delivery, and performance of this Agreement and the Merger and the Bank Merger shall have been duly and validly taken, and SNB and Southwest shall have received certified copies of the resolutions evidencing such authorizations.
Representations and Warranties; Corporate Proceedings. Each representation and warranty of SNB, Southwest, and Merger Sub set forth in 3.1 hereof shall be true and correct in all material respects (except those representations and warranties which are qualified by a materiality standard, which shall be true and correct in all respects) as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (other than those limited to a specified date, which shall speak only as to such date), and HFS shall have received a certificate of the President of SNB, Southwest, and Merger Sub to that effect. All corporate action required to have been taken by, or on the part of, SNB, Southwest, and Merger Sub to authorize the execution, delivery, and performance of this Agreement and the Merger, respectively, shall have been duly and validly taken, and HFS shall have received certified copies of the resolutions evidencing such authorizations.
Representations and Warranties; Corporate Proceedings. Each representation and warranty of SNB, Southwest, and Interim Bank set forth in 3.1 hereof shall be true and correct in all material respects (except those representations and warranties which are qualified by a materiality standard, which shall be true and correct in all respects) as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time (other than those limited to a specified date, which shall speak only as to such date), and KBank shall have received a certificate of the President of SNB, Southwest, and Interim Bank to that effect. All corporate action required to have been taken by, or on the part of, SNB, Southwest, and Interim Bank to authorize the execution, delivery, and performance of this Agreement and the Bank Merger, respectively, shall have been duly and validly taken, and KBank shall have received certified copies of the resolutions evidencing such authorizations.
Representations and Warranties; Corporate Proceedings. Each representation and warranty of Colombo set forth in Article IV hereof shall be true and correct in all material respects (except those representations and warranties which are qualified by a materiality standard, which shall be true and correct in all respects) as of the date of this Agreement and as of the Effective Time (other than those limited to a specified date, which shall speak only as to such date), and each of FVCB and FVCbank shall have received a certificate of the President of Colombo to that effect. All action required to have been taken by, or on the part of, Colombo to authorize the execution, delivery and performance of this Agreement and the Merger, respectively, shall have been duly and validly taken, and each of FVCB and FVCbank shall have received certified copies of the resolutions evidencing such authorizations.
