Representations and Warranties of Reliant. Reliant hereby represents and warrants to Novartis as of New Effective Date as follows:
Representations and Warranties of Reliant. Reliant hereby represents and warrants to Novartis as of the date hereof as follows:
Representations and Warranties of Reliant. Except as set forth on the disclosure schedules delivered by Reliant to Oscient in connection with the execution of this Agreement (the “Reliant Disclosure Schedule”) (it being expressly agreed that disclosure of any item under any section or subsection in the Reliant Disclosure Schedule, or in attachments thereto or documents referred to therein, in a manner which is readily apparent that it refers to other sections or subsections of the Reliant Disclosure Schedule, shall be deemed disclosure for such other sections or subsections under this Article V), Reliant represents and warrants to Oscient as follows (it being agreed, solely for the purposes of this Article V, that “Reliant” shall include Reliant’s subsidiaries, as applicable):
Representations and Warranties of Reliant. Except as set forth on the disclosure schedules delivered by Reliant to Purchaser in connection with this Agreement (the “Reliant Disclosure Schedule”) (it being expressly agreed that the disclosures in any section or subsection of the Reliant Disclosure Schedule shall qualify other sections and subsections in this Article V to the extent it is clear from a reading of the disclosure that such disclosure is applicable to such other sections and subsections), Reliant hereby represents and warrants to Purchaser as follows:
Representations and Warranties of Reliant. 22 5.1 Organization 22 5.2 Due Authorization 22 5.3 No Conflicts; Enforceability 22 5.4 Title 22 5.5 Intellectual Property 23 5.6 Litigation 24 5.7 Consents 24 5.8 Brokers, Etc. 24
Representations and Warranties of Reliant. Except as set forth in the disclosure schedule of Reliant accompanying this Agreement (the "Reliant Disclosure Schedule"), the section numbers of which are numbered to correspond to the section numbers of this Agreement to which they refer, Reliant represents and warrants to Alkermes, Parent, Xxxxx Acquisition Sub and Revere Acquisition Sub that the statements contained in this Article III are, when read in conjunction with the Reliant Disclosure Schedule, true, correct and complete as of the date of this Agreement and will be true, correct and complete in all material respects on the Closing Date as though made at and as of the Closing Date (with such exceptions as may be permitted under or contemplated by this Agreement, and except for representations and warranties that relate to a specific date, which shall speak only as of such date); provided, however, the reference to "complete" in the foregoing sentence shall not in any way expand the representation made by Reliant in Section 3.25. For the purposes of this Article III, the phrase "to the knowledge of Reliant" or similar expressions mean the actual knowledge of Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxxxxx, A. Xxxxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxxxx Xxxxxxx and Xxxxx Xxxxxxxxx, in each case after reasonable inquiry regarding the matters in question.
Representations and Warranties of Reliant. Except as set forth in the disclosure schedule delivered by Reliant to Thermage dated as of the date hereof (the “Reliant Disclosure Schedule”), which expressly identifies the Section (or, if applicable, subsection) to which such exception relates (it being understood and hereby agreed that any disclosure in the Reliant Disclosure Schedule relating to one Section or subsection shall also apply to any other Sections and subsections if and to the extent that it is reasonably apparent on the face of such disclosure (without reference to the underlying documents referenced therein) that such disclosure also relates to such other Sections or subsections), Reliant hereby represents and warrants to Thermage, Merger Sub I (when formed) and Merger Sub II as of the date hereof and as of the Closing Date as follows:
Representations and Warranties of Reliant. 40 Section 5.1 Reliant Disclosure Memorandum 40 Section 5.2 Reliant Representations and Warranties 40 ARTICLE VI CONDUCT PENDING THE PARENT MERGER 51 Section 6.1 TCB Holdings Parties Forbearances 51 Section 6.2 Reliant Forbearances 55 Section 6.3 Absence of Control 55 ARTICLE VII COVENANTS 56 Section 7.1 Acquisition Proposals. 56 Section 7.2 Notice of Certain Matters 57 Section 7.3 Access and Information. 57 Section 7.4 Regulatory Filings; Consents and Approvals. 59 Section 7.5 Further Assurances 59 Section 7.6 Publicity 59 Section 7.7 TCB Holdings Shareholders Meeting. 60 Section 7.8 Employee and Benefit Matters. 61 Section 7.9 Indemnification. 63 Section 7.10 Estoppel Letters 64 Section 7.11 Registration Statement 64 Section 7.12 Nasdaq Listing 65 Section 7.13 Notice of Dissenters’ Rights Matters 66 Section 7.14 Exemption from Section 16(b) Liability 66 Section 7.15 Takeover Laws 66 Section 7.16 Litigation and Claims 66 Section 7.17 Dividend Reinvestment Plan 66 ARTICLE VIII CONDITIONS TO CONSUMMATION OF PARENT MERGER 67 Section 8.1 Conditions to Each Party’s Obligation to Consummate Parent Merger 67 Section 8.2 Conditions to Obligations of TCB Holdings Parties 68 Section 8.3 Conditions to Obligations of Reliant 68 ARTICLE IX TERMINATION 70 Section 9.1 Termination 70 Section 9.2 Effect of Termination 72 Section 9.3 Termination Fee 72 ARTICLE X MISCELLANEOUS 73 Section 10.1 Survival 73 Section 10.2 Interpretation 73 Section 10.3 Amendment; Waiver 74 Section 10.4 Counterparts 74 Section 10.5 Governing Law 74 Section 10.6 Expenses 74 Section 10.7 Notices 74 Section 10.8 Entire Agreement; Third Party Beneficiaries 75 Section 10.9 Severability 75 Section 10.10 Assignment 75 Section 10.11 Specific Performance 75 Section 10.12 Submission to Jurisdiction 75 Section 10.13 Jury Trial Waiver 76 EXHIBIT A – FORM OF VOTING AGREEMENT AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of the 16th day of September, 2019, is made and entered into by and among Reliant Bancorp, Inc., a Tennessee corporation (“Reliant”), Tennessee Community Bank Holdings, Inc., a Tennessee corporation (“TCB Holdings”), and Community Bank & Trust, a Tennessee-chartered commercial bank and wholly owned subsidiary of TCB Holdings (the “Bank”), under authority of resolutions of their respective boards of directors duly adopted.
Representations and Warranties of Reliant. The representations and warranties of Reliant contained in Section 5.2(c) (Capitalization), Section 5.2(k) (Absence of Certain Changes or Events), and Section 5.2(t) (Broker Fees) shall be true and correct in all respects (other than, in the case of Section 5.2(c) (Capitalization) only, inaccuracies which, individually and in the aggregate, are de minimis in both amount and impact) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct only as of such date). The representations and warranties of Reliant contained in Section 5.2(a) (Organization and Qualification), Section 5.2(d) (Authority), and Section 5.2(e)(i) (No Violations) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct only as of such date). All other representations and warranties of Reliant contained in this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct has not had or resulted in, and would not reasonably be expected to have or result in, individually or in the aggregate, a Reliant Material Adverse Effect; provided that, for purposes of this sentence only, those representations and warranties containing or subject to a materiality or Reliant Material Adverse Effect qualifier shall be read without, and shall be deemed not to include or be subject to, any such qualifier.
