REPRESENTATIONS AND WARRANTIES OF POTOMAC. Potomac represents and warrants to the Company that (a) the authorized signatory of Potomac set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind it thereto, (b) this Agreement has been duly authorized, executed and delivered by Potomac, and is a valid and binding obligation of Potomac, enforceable against Potomac in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of Potomac as currently in effect, (d) the execution, delivery and performance of this Agreement by Potomac does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Potomac, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound, and (e) as of the date of this Agreement, (i) Potomac is deemed to beneficially own in the aggregate 2,594,783 shares of Common Stock and (ii) Potomac does not currently have, and does not currently have any right to acquire, any interest in any other securities of the Company or any Other Equity Rights.
REPRESENTATIONS AND WARRANTIES OF POTOMAC. Potomac represents and warrants to Tigris and Merger Sub as follows, except as set forth in the written disclosure schedule delivered by Potomac to Tigris (the “Potomac Disclosure Schedule”). The Potomac Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Section 2. The disclosures in any section or subsection of the Potomac Disclosure Schedule shall qualify other sections and subsections in this Section 2 to the extent it is reasonably clear from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The inclusion of any information in the Potomac Disclosure Schedule (or any update thereto) shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in or would result in a Potomac Material Adverse Effect, or is outside the Ordinary Course of Business.
REPRESENTATIONS AND WARRANTIES OF POTOMAC. Potomac represents and warrants to the Stockholder that:
REPRESENTATIONS AND WARRANTIES OF POTOMAC. Potomac represents and warrants to Bancorp and the Bank that, except as disclosed in the Disclosure Schedule delivered by Potomac to Bancorp and the Bank concurrently with the execution of this Agreement (the “Potomac Disclosure Schedule”):
REPRESENTATIONS AND WARRANTIES OF POTOMAC. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in a paragraph of its Disclosure Schedule corresponding to the relevant paragraph below, Potomac hereby represents and warrants to South Branch:
REPRESENTATIONS AND WARRANTIES OF POTOMAC. Potomac represents and warrants unto Midwestern and Acquisition Corp as follows:
