REPRESENTATIONS AND WARRANTIES OF FBMS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF FBMS. Except as set forth in the FBMS Reports or disclosure schedule delivered by FBMS to BBI prior to or concurrently with the execution of this Agreement with respect to each such Section below (the “FBMS Disclosure Schedule”); provided, that (a) the mere inclusion of an item in the FBMS Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by FBMS that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on FBMS, and (b) any disclosures made with respect to a section of Article IV shall be deemed to qualify (1) any other section of Article IV specifically referenced or cross-referenced and (2) other sections of Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, FBMS hereby represents and warrants to BBI as follows:
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REPRESENTATIONS AND WARRANTIES OF FBMS. Section 4.01 Organization and Standing 28 Section 4.02 Capital Stock 28 Section 4.03 Corporate Power 28 Section 4.04 Corporate Authority 28 Section 4.05 SEC Documents; Financial Statements 28 Section 4.06 Regulatory Reports 30 Section 4.07 Regulatory Approvals; No Defaults 30 Section 4.08 FBMS Information 31 Section 4.09 Absence of Certain Changes or Events 31 Section 4.10 Compliance with Laws 31 Section 4.11 FBMS Regulatory Matters 32 Section 4.12 Brokers 33 Section 4.13 Legal Proceedings 33 Section 4.14 Tax Matters 33 Section 4.15 Regulatory Capitalization 34 Section 4.16 No Financing 34 Section 4.17 No Other Representations or Warranties 34
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REPRESENTATIONS AND WARRANTIES OF FBMS. Except as (a) set forth in the FBMS Reports or in the disclosure schedule delivered by FBMS to SWGB prior to or concurrently with the execution of this Agreement with respect to each such Section below (the “FBMS Disclosure Schedule”); provided, that (i) the mere inclusion of an item in the FBMS Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by FBMS that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on FBMS, and (ii) any disclosures made with respect to a section of Article IV shall be deemed to qualify (1) any other section of Article IV specifically referenced or cross-referenced and (2) other sections of Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) disclosed in any FBMS Reports filed with or furnished to the SEC by SWGB after January 1, 2018 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), FBMS hereby represents and warrants to SWGB as follows:
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REPRESENTATIONS AND WARRANTIES OF FBMS. Section 4.01 Organization and Standing 31 Section 4.02 Capital Stock 31 Section 4.03 Corporate Power; Minute Books 32 Section 4.04 Corporate Authority 32 Section 4.05 SEC Documents; Financial Statements 32 Section 4.06 Regulatory Reports 33 Section 4.07 Regulatory Approvals; No Defaults 34 Section 4.08 FBMS Information 34 Section 4.09 Absence of Certain Changes or Events 35 Section 4.10 Compliance with Laws 35 Section 4.11 FBMS Regulatory Matters 36 Section 4.12 Brokers 37 Section 4.13 Legal Proceedings 37 Section 4.14 Tax Matters 37 Section 4.15 Regulatory Capitalization 38 Section 4.16 No Financing 38 ARTICLE V COVENANTS Section 5.01 Covenants of SSNF 38 Section 5.02 Covenants of FBMS 43 Section 5.03 Commercially Reasonable Efforts 43 Section 5.04 SSNF Shareholder Approval 44 Section 5.05 Registration Statement; Proxy Statement-Prospectus; NASDAQ Listing 44 Section 5.06 Regulatory Filings; Consents 46 Section 5.07 Publicity 46 Section 5.08 Access; Current Information 47 Section 5.09 No Solicitation by SSNF; Superior Proposals 48 Section 5.10 Indemnification 51 Section 5.11 Employees; Benefit Plans 53 Section 5.12 Notification of Certain Changes 55 Section 5.13 Transition; Informational Systems Conversion 56 Section 5.14 No Control of Other Party’s Business. 56 Section 5.15 Certain Litigation 56 Section 5.16 Director Resignations 56 Section 5.17 Non-Competition and Non-Disclosure Agreement 57 Section 5.18 Claims Letters 57 Section 5.19 Community Involvement 57 Section 5.20 Coordination 57 Section 5.21 Transactional Expenses 58 Section 5.22 Confidentiality 58 Section 5.23 Tax Matters 58 ARTICLE VI
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REPRESENTATIONS AND WARRANTIES OF FBMS. FBMS hereby represents and warrants to BCB as follows:
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REPRESENTATIONS AND WARRANTIES OF FBMS. FBMS, as to itself, and The First, as to itself, hereby represent and warrant to Gulf Coast as follows:
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REPRESENTATIONS AND WARRANTIES OF FBMS. Section 4.01 Organization and Standing 29 Section 4.02 Capital Stock 29 Section 4.03 Corporate Power 29 Section 4.04 Corporate Authority 29 Section 4.05 SEC Documents; Financial Statements 30 Section 4.06 Regulatory Reports 31 Section 4.07 Regulatory Approvals; No Defaults 31 Section 4.08 FBMS Information 32 Section 4.09 Absence of Certain Changes or Events 32 Section 4.10 Compliance with Laws 32 Section 4.11 FBMS Regulatory Matters 33 Section 4.12 Brokers 34 Section 4.13 Tax Matters 34 Section 4.14 Regulatory Capitalization 35 Section 4.15 No Financing 35 ARTICLE V COVENANTS
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REPRESENTATIONS AND WARRANTIES OF FBMS. Except as set forth in the disclosure schedule delivered by FBMS to SWBS prior to or concurrently with the execution of this Agreement with respect to each such Section below (the “FBMS Disclosure Schedule”), FBMS hereby represents and warrants to SWBS as follows:
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Related to REPRESENTATIONS AND WARRANTIES OF FBMS

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • Representations and Warranties of RPS RPS represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Vendor Vendor hereby represents and warrants to Purchaser that:

  • Representations and Warranties of Fund Each Fund represents and warrants to the Transfer Agent that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.01. Organization and Qualification 14 Section 4.02. Capitalization 14 Section 4.03. Subsidiaries 17 Section 4.04. Authority; Non-Contravention; Approvals 17 Section 4.05. Reports and Financial Statements 19 Section 4.06. Absence of Undisclosed Liabilities 19 Section 4.07. Absence of Certain Changes or Events 19 Section 4.08. Litigation 20 Section 4.09. Offer Documents; Proxy Statement 20 Section 4.10. No Violation of Law 20 Section 4.11. Material Contracts; Compliance With Agreements 21 Section 4.12. Taxes 22 Section 4.13. Employee Benefit Plans; ERISA 22 Section 4.14. Labor Controversies 24 Section 4.15. Environmental Matters 25 Section 4.16. Intellectual Property 25 Section 4.17. Opinion of Financial Advisor 27 Section 4.18. Brokers and Finders 27 Section 4.19. Insurance 27 Section 4.20. Takeover Statutes 27 Section 4.21. Receivables and Customers 27 ARTICLE V COVENANTS Section 5.01. Conduct of Business Pending the Merger 27 Section 5.02. Restrictions on Parent and the Company 29 Section 5.03. No Solicitation 30 Section 5.04. Access to Information; Confidentiality 31 Section 5.05. Merger Sub 32 Section 5.06. Employee Benefits 32 Section 5.07. Proxy Statement 33 Section 5.08. Company Meeting 34 Section 5.09. Public Announcements 34 Section 5.10. Expenses and Fees 34 Section 5.11. Agreement to Cooperate 35 Section 5.12. Directors' and Officers' Indemnification 35 Section 5.13. Section 16 Matters 37 Section 5.14. Further Assurances 37 Section 5.15. Notices of Certain Events 37 Section 5.16. CVR Trust; CVR Agreement 38 ARTICLE VI CONDITIONS TO THE MERGER Section 6.01. Conditions to the Obligations to Consummate the Merger 39 ARTICLE VII TERMINATION Section 7.01. Termination 39 ARTICLE VIII MISCELLANEOUS Section 8.01. Effect of Termination 41 Section 8.02. Non-Survival of Representations and Warranties 42 Section 8.03. Notices 42 Section 8.04. Interpretation 43 Section 8.05. Miscellaneous 43 Section 8.06. Counterparts 43 Section 8.07. Amendments; Extensions 43 Section 8.08. Entire Agreement 44 Section 8.09. Severability 44 Section 8.10. Specific Performance; Limitation on Damages 44 Section 8.11. No Admission 45 Section 8.12. Jurisdiction 45 Section 8.13. WAIVER OF JURY TRIAL 45 Section 8.14. Termination of June 29 Merger Agreement and Original Offer 45 ii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").

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