Common use of REPRESENTATIONS AND WARRANTIES OF IBTX Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF IBTX. Except (a) as disclosed in the disclosure schedule delivered by IBTX to TCBI concurrently herewith (the “IBTX Disclosure Schedule”); provided, that (i) 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, (ii) the mere inclusion of an item in the IBTX Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by IBTX that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to have a Material Adverse Effect and (iii) 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) as disclosed in any IBTX Reports filed by IBTX since December 31, 2015, 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), IBTX hereby represents and warrants to TCBI as follows:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Texas Capital Bancshares Inc/Tx), Agreement and Plan of Merger (Independent Bank Group, Inc.), Agreement and Plan of Merger (Independent Bank Group, Inc.)

AutoNDA by SimpleDocs

REPRESENTATIONS AND WARRANTIES OF IBTX. Except (a) as disclosed in the disclosure schedule delivered by IBTX to TCBI SouthState concurrently herewith (the “IBTX Disclosure Schedule”); provided, ) (it being understood that (i) 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, (ii) the mere inclusion of an item in the IBTX Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by IBTX that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to have a Material Adverse Effect Effect, and (iii) any disclosures made with respect to a section of this Article IV III shall be deemed to qualify (1) any other section of this Article IV III specifically referenced or cross-referenced cross- ​ referenced, and (2) any other sections of this Article IV 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 sections), or (b) as disclosed in any IBTX Reports publicly filed with or furnished to the SEC by IBTX since December 31, 2015, 2021 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; provided that this clause (b) shall not apply to the representations and warranties set forth in Sections ‎3.1(a), ‎3.2(a), ‎3.3(a), ‎3.3(b)(i), ‎3.7 and 3.22), IBTX hereby represents and warrants to TCBI SouthState as follows:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SouthState Corp), Agreement and Plan of Merger (SouthState Corp)

AutoNDA by SimpleDocs

REPRESENTATIONS AND WARRANTIES OF IBTX. Except (a) as disclosed in the disclosure schedule delivered by IBTX to TCBI SouthState concurrently herewith (the “IBTX Disclosure Schedule”); provided, ) (it being understood that (i) 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, (ii) the mere inclusion of an item in the IBTX Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by IBTX that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to have a Material Adverse Effect Effect, and (iii) any disclosures made with respect to a section of this Article IV III shall be deemed to qualify (1) any other section of this Article IV III specifically referenced or cross-referenced referenced, and (2) any other sections of this Article IV 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 sections), or (b) as disclosed in any IBTX Reports publicly filed with or furnished to the SEC by IBTX since December 31, 2015, 2021 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; provided that this clause (b) shall not apply to the representations and warranties set forth in Sections ‎3.1(a), ‎3.2(a), ‎3.3(a), ‎3.3(b)(i), ‎3.7 and 3.22), IBTX hereby represents and warrants to TCBI SouthState as follows:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Independent Bank Group, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.