REPRESENTATIONS AND WARRANTIES OF PROGRESS Sample Clauses

REPRESENTATIONS AND WARRANTIES OF PROGRESS. 7 3.1 Corporate Organization, Standing and Corporate Power............................................7 3.2 Capitalization, Subsidiaries and Affiliates.....................................................8 3.3 Authority; No Violation.........................................................................9 3.4 Consents and Approvals.........................................................................10 3.5 Financial Statements; Reports; Books and Records...............................................12 3.6 Loans; Transactions with Affiliates............................................................13 3.7 Broker's Fees..................................................................................14 3.8 Absence of Certain Changes or Events; Undisclosed Liabilities..................................14

REPRESENTATIONS AND WARRANTIES OF PROGRESS. Progress, on behalf of itself and its wholly-owned subsidiary, Progress Bank, hereby makes the following representations and warranties to FleetBoston as set forth in this Article III, subject to the exceptions disclosed in writing in the Progress Disclosure Schedule (defined below) as of the date hereof, each of which is being relied upon by FleetBoston as a material inducement to enter into and perform this Agreement. All of the disclosure schedules of Progress referenced below and/or otherwise required of Progress pursuant to this Agreement, which disclosure schedules shall be cross-referenced to the specific sections and subsections of this Agreement and delivered herewith, are referred to herein as the "Progress Disclosure Schedule."

REPRESENTATIONS AND WARRANTIES OF PROGRESS. Except as set forth in the letter dated the date of this Agreement and delivered to Duke by Progress concurrently with the execution and delivery of this Agreement (the “Progress Disclosure Letter”) or, to the extent the qualifying nature of such disclosure is readily apparent therefrom and excluding any forward-looking statements, risk factors and other similar statements that are cautionary and non-specific in nature, as set forth in the Progress SEC Reports filed on or after January 1, 2009 and prior to the date hereof, Progress represents and warrants to Duke as follows:

REPRESENTATIONS AND WARRANTIES OF PROGRESS. On or prior to the date hereof, Progress has delivered to FPFI a memorandum (the “Progress Disclosure Memorandum”) setting forth 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 Article 6, or as an exception to one or more of its covenants contained in Article 7; provided, that the mere inclusion of an item in the Disclosure Memorandum as an exception to a representation or warranty or covenant shall not be deemed an admission by Progress that such item was required to be disclosed therein. Except as Previously Disclosed, Progress hereby represent and warrant to FPFI as follows (for the purposes of this Agreement, except where the context requires otherwise, any reference to Progress in this Article 6 shall be deemed to include Progress and Progress Bank and any reference to material, Material Adverse Effect or a similar standard shall refer to the financial condition, operations or other aspects of Progress and its subsidiaries, including Progress Bank, taken as a whole):Progress hereby represents and warrants to FPFI as of the date hereof as follows: