Representations and Warranties of Bristol. Bristol represents and warrants to the Fair Board, as of the Effective Date (unless otherwise expressly provided herein), as follows:
Representations and Warranties of Bristol. Except as set forth in the letter of even date herewith signed by the President of Bristol in his capacity as such and delivered to FelCor simultaneously with the execution and delivery of this Agreement (the "Bristol Disclosure Letter"), Bristol represents and warrants to FelCor as follows: 3.1.
Representations and Warranties of Bristol. The representations and warranties of Bristol set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date (other than changes thereto which occurred solely by reason of the Spin-Off Transactions), as though made on and as of the Closing Date, except to the extent the representation or warranty is expressly limited by its terms to another date, and FelCor shall have received a certificate (which certificate may be qualified by Knowledge to the same extent as the representations and warranties of Bristol contained herein are so qualified) signed on behalf of Bristol by the President of Bristol, in such capacity, to such effect. For the purposes of Section 6.2(a), the representations and warranties of Bristol will be deemed true and correct unless the breach of such representations and warranties, in the aggregate, could reasonably be expected to have a Bristol Material Adverse Effect; provided, however, that for purposes of this Section 6.2(a), the representation and warranty of Bristol set forth in Section 3.11(d) will be deemed to be true and correct unless the breach thereof would have a FelCor Material Adverse Effect;
Representations and Warranties of Bristol. 14 3.1. Organization, Standing and Power of Bristol................. 14 3.2.
Representations and Warranties of Bristol. 5.1 Titan is a corporation organized and existing under the laws of the state of Florida.
Representations and Warranties of Bristol. 23 3.1. Organization, Standing and Power of Bristol . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 3.2.
Representations and Warranties of Bristol. For purposes of this Section 3, the term “material adverse effect” shall mean, a condition, event, change or occurrence that is likely to have a material adverse effect upon the financial condition, results of operations, loans, securities, deposit accounts, business or properties of Bristol; provided, however, that in determining whether a material adverse effect has occurred there shall be excluded any effect, to the extent attributable to or resulting from, (a) any changes in the laws, regulations or interpretations of laws or regulations generally affecting the banking business, but not uniquely relating to Bristol; (b) any changes in generally accepted accounting principles or regulatory accounting requirements generally affecting the banking or bank holding company businesses, but not uniquely relating to Bristol; (c)changes in national or international political or social conditions including the engagement by the Untied States in hostilities, whether or not pursuant to the declaration of a national emergency or war or the occurrence of any military or terrorist attack upon or within the United States, or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States; (d) actions or omissions of Bristol taken with the prior written consent of Bancshares in contemplation of the transactions contemplated hereby; (e) any facts existing on the date of this Agreement as fully disclosed in the schedules of exceptions delivered by Bristol with this Agreement; and (f) any action taken at the specific request or direction of Bancshares. Bristol represents and warrants to Bancshares and BOF that, except as disclosed in the schedule of exceptions delivered by Bristol to Bancshares (the “Schedule of Exceptions”), as of the date of this Agreement and as of the Closing Date (it being agreed that any item listed on the Schedule of Exceptions is deemed to be disclosed in regard to any relevant section of the Schedule of Exceptions):
