REPRESENTATIONS AND WARRANTIES OF HBI. Except as (i) disclosed in the disclosure schedule delivered by HBI to FNB prior to the execution of this Agreement (the “HBI Disclosure Schedule”) or (ii) as disclosed in any HBI Reports filed by HBI 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), HBI hereby represents and warrants to FNB as follows:
REPRESENTATIONS AND WARRANTIES OF HBI. Except as disclosed in the disclosure schedules delivered by HBI to TCB prior to the execution hereof; provided, that (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the disclosure schedules as an exception to a representation or warranty shall not be deemed an admission by HBI 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 Change, and (c) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article III specifically referenced or cross-referenced, and (2) other sections of this Article III 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, HBI hereby represents and warrants to TCB as follows:
REPRESENTATIONS AND WARRANTIES OF HBI. On or prior to the date hereof, HBI has delivered to FFC a schedule (the “HBI Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article III or to one or more of its covenants contained in Article V.
REPRESENTATIONS AND WARRANTIES OF HBI. HBI represents and warrants to Sterling (and the word "it" in this Section 3.1 refers to HBI, and each subsidiary of HBI) that, as of even date herewith and except as specifically disclosed in the Annex of disclosure schedules included herewith, as follows:
(a) Corporate Organization and Qualification. HBI is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and is in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by HBI requires such qualification, except for such failure to qualify or be in such good standing which, when taken together with all other such failures, would not have a Material Adverse Effect on HBI and its subsidiaries, taken as a whole. HBI is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. HBI owns, directly or indirectly all of the issued and outstanding shares of capital stock of Hanover. Hanover is a Pennsylvania chartered bank and trust company, duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. HBI and Hanover each have the requisite corporate and other power and authority (including all federal, state, local and foreign governmental authorizations) to carry on their respective businesses as now being conducted and to own its properties and assets. HBI has made available to Sterling a complete and correct copy of the articles of incorporation and bylaws of HBI, and Hanover has made available to Sterling a complete and correct copy of the charter and bylaws of Hanover and such charter or articles, as applicable, and such bylaws are in full force and effect as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF HBI. HBI hereby represents and warrants to CBI now and as of the Effective Date as follows:
REPRESENTATIONS AND WARRANTIES OF HBI. HBI hereby represents and warrants to JBI as follows:
REPRESENTATIONS AND WARRANTIES OF HBI. HBI hereby represents and warrants to the Stockholder that:
REPRESENTATIONS AND WARRANTIES OF HBI. HBI represents and warrants to PBI that the statements contained in this Article IV are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV); provided, however, that no representation or warranty of HBI contained in this Article IV shall be deemed untrue or incorrect, and HBI shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article IV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material,” “materially,” “in all material respects,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 4.1, 4.2, 4.3 and 4.17, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects (the “Article IV Standard”).
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REPRESENTATIONS AND WARRANTIES OF HBI. HBI hereby represents and warrants to MVBI now and as of the Closing Date as follows:
