REPRESENTATIONS AND WARRANTIES OF MERCHANTS. On or prior to the date hereof, Merchants has delivered to BDC a schedule (the “Merchants 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 IV or to one or more of its covenants contained in Article V and Article VI. For the purpose of this Agreement, and in relation to Merchants, a “Material Adverse Effect” means any effect that (i) is material and adverse to the results of operations, properties, assets, liabilities, conditions (financial or otherwise), value or business of Merchants and its Subsidiaries (as such term is defined below) taken as a whole, or (ii) would materially impair the ability of Merchants to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger and the other transactions contemplated by this Agreement; provided, however, that Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar laws of general applicability to banks or their holding companies or interpretations thereof by courts or any Governmental Authority, (b) GAAP or regulatory accounting requirements applicable to banks or their holding companies generally, (c) effects of any action or omission taken with the prior written consent of Merchants, (d) changes resulting from expenses (such as legal, accounting and investment bankers’ fees) incurred in connection with this Agreement or the transactions contemplated herein, (e) the impact of the announcement of this Agreement and the transactions contemplated hereby, and compliance with this Agreement on the business, financial condition or results of operations of Merchants and its Subsidiaries, and (f) the occurrence of any military or terrorist attack within the United States or any of its possessions or offices. For the purpose of this Agreement, and in relation to Merchants and its Subsidiaries, “knowledge” means those facts that are known or should have been known after due inquiry by the directors and executive officers of Merchants and its Subsidiaries. Additionally, for the purpose of this Agreement, and in relation to Merchants, its “Subsidiaries” shall mean any entity which is required to be consolidated with Merchants for financial reporting purposes pursuant ...
REPRESENTATIONS AND WARRANTIES OF MERCHANTS. Merchants hereby represents and warrants to PR that since April 3, 2017 there has not been any modification to Merchants or any subsidiary of Merchants’ business, operations, or finances, or, to Merchants’ knowledge, any other change in facts or circumstances with respect to Merchants or any subsidiary of Merchants that would cause or be expected to cause any representation or warranty made by Merchants under the Merger Agreement to be untrue, inaccurate, or misleading or otherwise have a Material Adverse Effect (as such term is defined in the Merger Agreement) on Merchants on the date of this Agreement or as of the Effective Time.
REPRESENTATIONS AND WARRANTIES OF MERCHANTS. Merchants hereby represents and warrants to Valley as follows:
REPRESENTATIONS AND WARRANTIES OF MERCHANTS. References herein to "
REPRESENTATIONS AND WARRANTIES OF MERCHANTS. Subject to and giving effect to Section 3.1 and except as (i) set forth in the Merchants Disclosure Letter or (ii) disclosed in any of Merchants' SEC Reports filed with or furnished to the SEC on or after December 31, 2015 and prior to the date of this Agreement (but excluding any risk factor disclosures contained under the heading "Risk Factors", any disclosure of risks included in any "forward-looking statements" disclaimer or any other statements that are similarly forward-looking in nature), Merchants hereby represents and warrants to Community as follows:
REPRESENTATIONS AND WARRANTIES OF MERCHANTS. Section 2.01 Organization . . . . . . . . . . . . . . . . . . 13 Section 2.02 Capitalization . . . . . . . . . . . . . . . . . 14 Section 2.03 Authority; No Violation. . . . . . . . . . . . . 15 Section 2.04 Consents . . . . . . . . . . . . . . . . . . . . 16
REPRESENTATIONS AND WARRANTIES OF MERCHANTS. Merchants hereby represents and warrants to First Leesport that, except as specifically set forth in the Merchants Disclosure Schedule (which Merchants Disclosure Schedule qualifies and represents exceptions to all of the representations and warranties of Merchants contained in this Agreement taken as a whole and does not relate to particular representations and warranties) delivered to First Leesport by Merchants on the date hereof:
