REPRESENTATIONS AND WARRANTIES OF REPUBLIC. As a material inducement to HRB Bank and Block Financial to enter into and perform its obligations under this Agreement, except as disclosed in the Disclosure Schedule (the “Republic Disclosure Schedule”) delivered by Republic to HRB Bank and Block Financial before the execution of this Agreement, Republic hereby represents and warrants to HRB Bank and Block Financial as follows:
REPRESENTATIONS AND WARRANTIES OF REPUBLIC. Except as Disclosed, Republic represents and warrants to BB&T as follows (the representations and warranties herein of Republic are made subject to the applicable standard set forth in Section 6.3(a), and no such representation or warranty shall be deemed to be inaccurate or incomplete unless it is inaccurate or incomplete to the extent that BB&T would be entitled to refuse to consummate the Merger pursuant to Section 7.1(b)(ii) on account of such inaccuracy):
REPRESENTATIONS AND WARRANTIES OF REPUBLIC. Republic represents and warrants to, and agrees with, the several Underwriters that: (a) Republic has prepared, in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Regulations") of the Securities and Exchange Commission (the "SEC") under the Act in effect at all applicable times, and has filed with the SEC a registration statement on Form SB-2 (File No. 333-37951) and one or more amendments thereto for the purpose of registering the Shares under the Act. Copies of such registration statement and any amendments thereto, and all forms of the related prospectus contained therein, have been delivered to the Underwriter. Any preliminary prospectus included in such registration statement or filed with the SEC pursuant to Rule 424(a) of the Regulations is hereinafter called a "Preliminary Prospectus." The various parts of such registration statement, including all exhibits thereto and the information contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Regulations in accordance with Section 5(a) of this Agreement and deemed by virtue of Rule 424 of the Regulations to be part of the registration statement at the time it was declared effective, each as amended at the time the registration statement became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A of the Regulations, are hereinafter collectively called the "Registration Statement." The final prospectus in the form included in the Registration Statement or
REPRESENTATIONS AND WARRANTIES OF REPUBLIC. Except as disclosed in the disclosure schedule (the "Republic Disclosure Schedule") delivered by Republic to Citizens prior to the execution of this Agreement (which schedule sets forth, among other things, 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 this Article III, or to one or more of Republic's covenants, provided, however, that disclosure in any section of such Republic Disclosure Schedule shall apply only to the indicated Section of this Agreement except to the extent that it is reasonably apparent that such disclosure is relevant to another section of this Agreement), Republic hereby represents and warrants to Citizens as follows:
REPRESENTATIONS AND WARRANTIES OF REPUBLIC. It is a condition precedent under Section 5.03(c) that Republic make the following representations and warranties at the Closing for each Owned Aircraft:
(a) the Secured Loan Assignment and the Temporary Lease with respect to such Owned Aircraft each has been duly authorized, executed and delivered by Republic Airline and constitutes the legal, valid and binding obligation of Republic Airline, enforceable in accordance with its terms; and
(b) Republic Airline is a Citizen of the United States.
REPRESENTATIONS AND WARRANTIES OF REPUBLIC. Subject to Sections 4.01 and 4.02, Republic hereby represents and warrants to ExecuFirst as follows:
REPRESENTATIONS AND WARRANTIES OF REPUBLIC. 6 (a) Organization.. . . . . . . . . . . . . . . . . . . . . . . . 6 (b) Capital Structure. . . . . . . . . . . . . . . . . . . . . . 6 (c) Authority. . . . . . . . . . . . . . . . . . . . . . . . . . 7 (d) Shareholder Approval.. . . . . . . . . . . . . . . . . . . . 7 (e) No Violations. . . . . . . . . . . . . . . . . . . . . . . . 7 (f) Consents.. . . . . . . . . . . . . . . . . . . . . . . . . . 8 (g) Financial Statements and Reports.. . . . . . . . . . . . . . 8 (h) Absence of Certain Changes or Events.. . . . . . . . . . . . 9 (i) Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 (j) Absence of Claims. . . . . . . . . . . . . . . . . . . . . . 10 (k) Absence of Regulatory Actions. . . . . . . . . . . . . . . . 10 i
REPRESENTATIONS AND WARRANTIES OF REPUBLIC. In order to induce CFB to enter into this Agreement, Republic represents and warrants to CFB, in all material respects, as of the date of this Agreement (except as otherwise expressly provided), as follows, except as disclosed on the attached EXHIBIT B (the "Republic Disclosure Schedule") and the schedules thereunder which are numbered to correspond to the representations set forth below:
REPRESENTATIONS AND WARRANTIES OF REPUBLIC. 3.1 Republic validly exists in good standing under the laws of the State of North Carolina.
3.2 Republic has all requisite corporate power and authority to enter into and fully perform this Agreement. Republic’s execution and delivery of this Agreement and its performance hereunder have been duly authorized by all necessary corporate action on the part of Republic and this Agreement is enforceable against Republic according to its terms.
3.3 There is no order or action pending or to the knowledge of Republic, threatened against Republic that individually or when aggregated with one or more other orders or actions has or might reasonably be expected to have a material adverse effect on Republic’s ability to perform this Agreement.
REPRESENTATIONS AND WARRANTIES OF REPUBLIC. Republic, for itself and on behalf of its Subsidiaries, Republic-Delaware and Republic Bank, makes the following representations and warranties, each of which is being relied on by Trustmark, which representations and warranties shall, individually and in the aggregate, be true and correct in all respects on the date of this Agreement and on the Closing Date (except that all representations and warranties made as of a specific date shall be true and correct as of such date). For the purposes of this Agreement, except in Section 2.1 and where the context otherwise requires, any reference to Republic in this Article II shall be deemed to include Republic and its Subsidiaries, and any reference to material, materiality, or Material Adverse Effect, or a similar standard shall refer to the financial condition, operations, or other aspects of Republic taken as a whole and its Subsidiaries individually. Prior to the date of this Agreement, Republic has delivered to Trustmark a number of Schedules setting forth, among other things, 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 or covenants contained herein; provided, that the mere inclusion of an item in a Schedule as an exception to a representation or warranty or covenant shall not be deemed an admission by either party that such item was required to be disclosed therein. Republic agrees that, two (2) days prior to Closing, it shall provide Trustmark with supplemental Schedules reflecting any changes in the information which has occurred in the period from the date of delivery of such Schedules to the date two (2) days prior to Closing.
