REPRESENTATIONS AND WARRANTIES OF PCB. PCB hereby represents and warrants to BFC:
REPRESENTATIONS AND WARRANTIES OF PCB. PCB hereby represents and warrants to NCC as follows:
REPRESENTATIONS AND WARRANTIES OF PCB. PCB hereby represents and warrants to FNB as follows:
REPRESENTATIONS AND WARRANTIES OF PCB. Each representation and warranty of PCB set forth in this Agreement shall be deemed to be made on and as of the date hereof, the Closing Date and the Effective Time. No representation or warranty is inaccurate, incomplete or incorrect in any material respect as of the date furnished or contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary to make such representation, warranty or statement not misleading to Scripps. PCB represents and warrants to Scripps as follows:
REPRESENTATIONS AND WARRANTIES OF PCB. 2 Section 2.1 Organization, Standing and Power.......................2 Section 2.2 Ownership..............................................2 Section 2.3 Authority..............................................2 Section 2.4 Consents and Approvals.................................3
REPRESENTATIONS AND WARRANTIES OF PCB. PCB represents and warrants to the Reckman Group that the statements contained in this Article 2 are txxx xxx correct. The following statements are made as of the date of this Agreement or as of a later date as expressly set forth herein.
REPRESENTATIONS AND WARRANTIES OF PCB. Section 3.01 Organization and Standing. 11 Section 3.02 Capital Stock. 11 Section 3.03 Subsidiaries. 12 Section 3.04 Corporate Power; Minute Books. 13 Section 3.05 Corporate Authority. 14 Section 3.06 Regulatory Approvals; No Defaults. 14 Section 3.07 Financial Statements; Internal Controls. 15 Section 3.08 Regulatory Reports. 16 Section 3.09 Absence of Certain Changes or Events. 16 Section 3.10 Legal Proceedings. 17 Section 3.11 Compliance with Laws. 17 Section 3.12 PCB Material Contracts; Defaults. 18 Section 3.13 Agreements with Regulatory Agencies. 19 Section 3.14 Brokers; Fairness Opinion. 19 Section 3.15 Employee Benefit Plans. 20 Section 3.16 Labor Matters. 23 Section 3.17 Environmental Matters. 23 Section 3.18 Tax Matters. 24 Section 3.19 Investment Securities. 26 Section 3.20 Derivative Transactions. 26
REPRESENTATIONS AND WARRANTIES OF PCB. Except as set forth in the disclosure schedule delivered by PCB to BFC prior to or concurrently with the execution of this Agreement with respect to each such Section below (the “PCB Disclosure Schedule”); provided, that (a) the mere inclusion of an item in the PCB Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by PCB 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 PCB and (b) any disclosures made with respect to a section of Article III shall be deemed to qualify (1) any other section of Article III specifically referenced or cross-referenced and (2) other sections of 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, PCB hereby represents and warrants to BFC as follows:
