REPRESENTATIONS AND WARRANTIES OF HERITAGE. As a material inducement to Member to enter into this Agreement, Heritage represents and warrants to Member as follows:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage hereby represents and warrants to Acquiror as follows:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage hereby ------------------------------------------ represents and warrants to BCB that Heritage has full corporate power and authority to execute, deliver and perform this Stock Option Agreement and all corporate action necessary for execution, delivery and performance of this Stock Option Agreement has been duly taken by Heritage. This Stock Option Agreement constitutes a legal, valid and binding obligation of Heritage, enforceable against Heritage in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles).
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Except (i) as disclosed in the disclosure schedule delivered by Heritage to Puget Sound concurrently herewith (the "Heritage Disclosure Schedule"); 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 Heritage Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Heritage 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 Heritage, and (c) 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 (ii) as disclosed in any Heritage Reports (as defined in Section 4.11) filed with the SEC by Heritage 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), Heritage hereby represents and warrants to Puget Sound as follows:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage hereby represents and warrants to BCB as follows:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage represents and warrants to SouthBanc that:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage hereby represents and warrants to BCB that, except as specifically set forth in the Heritage Disclosure Schedule delivered to BCB by ---------------------------- Heritage on the date hereof:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage hereby represents and warrants to Cannacure as follows, and acknowledges that Cannacure is relying upon such representations and warranties in connection with the transactions contemplated herein. Subject to any qualifications contained in a separate disclosure letter provided by Heritage to Cannacure as of the date hereof, the statements contained in this Article 3 are true and correct as of the date hereof, and Heritage covenants, represents and warrants with and in favour of Cannacure that all of the representations and warranties set forth in this Article 3 will be true and correct at the time of Closing as if made on the Closing Date.
REPRESENTATIONS AND WARRANTIES OF HERITAGE. 4.1 Corporate Organization 22 4.2 Capitalization 23 4.3 Authority; No Violation 23 4.4 Consents and Approvals 24 4.5 Reports 24 4.6 Financial Statements 25 4.7 Broker’s Fees 26 4.8 Absence of Certain Changes or Events 26 4.9 Legal Proceedings 26 4.10 Taxes and Tax Returns 26 4.11 Employees 27 4.12 SEC Reports 29 4.13 Compliance with Applicable Law 29 4.14 Certain Contracts 30 4.15 Agreements with Regulatory Agencies 31 4.16 Risk Management Instruments 31 4.17 Environmental Matters 31 4.18 Investment Securities and Commodities 31 4.19 Real Property 32 4.20 Intellectual Property 32 4.21 Related Party Transactions 32 4.22 State Takeover Laws 32 4.23 Reorganization 32 4.24 Opinion 32 4.25 Heritage Information 33 4.26 Loan Portfolio 33 4.27 Insurance 34 4.28 Shared-Loss Agreements 34 4.29 No Other Representations or Warranties 34
REPRESENTATIONS AND WARRANTIES OF HERITAGE. 4.1 Organization, Standing and Power 23 4.2 Capitalization 24 4.3 Authority; No Violation 24 4.4 Consents and Approvals 25 4.5 Reports 25 4.6 Financial Statements 26 4.7 Absence of Changes 27
