REPRESENTATIONS AND WARRANTIES OF PBI. PBI hereby represents and warrants to CBSI and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF PBI. 36 5.1. Standard .................................................................. 37 5.2. Organization .............................................................. 37 5.3. Capitalization ............................................................ 38 5.4. Authority; No Violation ................................................... 38 5.5. Consents .................................................................. 39 5.6. Financial Statements ...................................................... 39 5.7. Taxes ..................................................................... 40 5.8. No Material Adverse Effect ................................................ 40 5.9. Ownership of Property; Insurance Coverage ................................. 40 5.10. Legal Proceedings ......................................................... 41 5.11.
REPRESENTATIONS AND WARRANTIES OF PBI. PBI represents and warrants to WCBI that the statements contained in this Article V 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 V), subject to the standard set forth in Section 5.1 and except as set forth in the PBI DISCLOSURE SCHEDULE delivered by PBI to WCBI on the date hereof, and except to any representation of warranty which specifically relates to an earlier date, which only need be so correct as of such earlier date. PBI has made a good faith effort to ensure that the disclosure on each schedule of the PBI DISCLOSURE SCHEDULE corresponds to the section referenced herein. However, for purposes of the PBI DISCLOSURE SCHEDULE, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all schedules under which such item may be relevant as and to the extent that it is reasonably clear on the face of such schedule that such item applies to such other schedule. References to the Knowledge of PBI shall include the Knowledge of Provident Bank.
REPRESENTATIONS AND WARRANTIES OF PBI. PBI hereby represents and warrants to NCC as follows:
REPRESENTATIONS AND WARRANTIES OF PBI. Except as disclosed in the PBI Disclosure Letter, PBI hereby represents and warrants to NCBC as follows:
REPRESENTATIONS AND WARRANTIES OF PBI. PBI hereby represents and warrants to FGCO and Financial Gravity Wealth as follows:
REPRESENTATIONS AND WARRANTIES OF PBI. To induce TTFC to enter into this Agreement, PBI represents and warrants as follows:
(a) The recitals in this Agreement are true and correct in all respects.
(b) This Agreement has been duly executed and delivered.
(c) PBI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(d) The execution, delivery and performance by PBI of this Agreement and the documents contemplated hereby or delivered in connection herewith (i) are within PBI’s powers, have been duly authorized by all necessary action, and do not contravene (A) any documents, contracts or agreements to which PBI is a party or by which it is bound or affected, or (B) any requirements of any law or regulation to which PBI is bound or affected.
(e) No authorization, approval, or other action by, and no notice to or filing with, any governmental authority is required for the due execution, delivery, and performance by PBI of this Agreement or any of the documents contemplated hereby or delivered in connection herewith to which PBI is a party.
(f) This Agreement and each of the documents contemplated hereby or delivered in connection herewith to which PBI is a party constitute, and each of such documents to which PBI is to be a party when delivered hereunder will constitute, the legal, valid, and binding obligations of PBI enforceable against PBI in accordance with their respective terms.
(g) There is no pending or, to the best of PBI’s knowledge, threatened action or proceeding affecting PBI which (i) could individually or in the aggregate be reasonably expected to have a material adverse effect on PBI or (ii) purports to affect the legality, validity, or enforceability of this Agreement, the transactions contemplated hereby, or any of the documents contemplated hereby or delivered in connection herewith.
(h) Except for the Existing Defaults, all representations and warranties of PBI in the Lease Documents are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date.
REPRESENTATIONS AND WARRANTIES OF PBI. Except as specifically set forth in a Section to the Schedules, PBI makes the following representations and warranties to BFST as of the date of this Agreement and as of the Closing Date, except with respect to those representations and warranties specifically made as of an earlier date (in which case such representations and warranties are made as of such earlier date).
REPRESENTATIONS AND WARRANTIES OF PBI. PBI represents and warrants to HBI that the statements contained in this Article III 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 III); provided, however, that no representation or warranty of PBI contained in this Article III shall be deemed untrue or incorrect, and PBI 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 III, 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 3.1, 3.2, 3.3, 3.6, 3.14, 3.18, 3.32 and 3.38, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects (the “Article III Standard”).
REPRESENTATIONS AND WARRANTIES OF PBI. PBI hereby represents and warrants to each of TFIN and TAC as follows:
