REPRESENTATIONS AND WARRANTIES OF RBI. Subject to ------------------------------------- Sections 2.1 and 2.2, RBI represents and warrants to TRFC that, except as specifically disclosed in RBI's Disclosure Letter:
REPRESENTATIONS AND WARRANTIES OF RBI. RBI represents and warrants to OLB 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 RBI contained in this Article III shall be deemed untrue or incorrect, and RBI 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 RBI. As a material inducement to EQBK and Merger Sub to enter into and perform their obligations under this Agreement, and notwithstanding any examinations, inspections, audits, and other investigations heretofore and hereafter made by EQBK, except as disclosed in the disclosure schedule delivered by RBI to EQBK before the execution of this Agreement (the “RBI Confidential Schedule”) setting forth items of disclosure with specific reference to the particular section of this Agreement to which the information on the RBI Confidential Schedule relates, RBI and RBI Trust hereby make the following representations and warranties to EQBK as of the date of this Agreement; provided, however, that any information set forth in one section of the RBI Confidential Schedule will be deemed to apply to each other section or subsection of this Agreement expressly referenced in such disclosure; provided, further, that, notwithstanding anything in this Agreement to the contrary, (a) reference to any dollar amounts in any representation or warranty will not be deemed to indicate that such amount is material with respect to or otherwise under any provision under this Agreement, and (b) the inclusion of an item in such RBI Confidential Schedule as an exception to a representation or warranty will not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Change on RBI.
REPRESENTATIONS AND WARRANTIES OF RBI. RBI hereby makes the following representations and warranties, each of which is true and correct on the date hereof, shall survive the Closing and shall be unaffected by any investigation heretofore or hereafter made by the Company:
