REPRESENTATIONS AND WARRANTIES OF SEASONS. As of the date hereof, Seasons has delivered to Parent a schedule (the “Seasons Disclosure Schedule”) setting forth, among other things, certain 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 III or to one or more covenants contained in Article V; provided, however, that (i) no such item is required to be set forth in the Seasons Disclosure Schedule as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 7.2(a), and (ii) the mere inclusion of an item in the Seasons Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Seasons that such item represents a material exception or fact, event or circumstance or that such item is or would be reasonably likely to result in a Material Adverse Effect (as hereinafter defined) on Seasons. Seasons hereby represents and warrants to Parent and Merger Sub as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cadence Financial Corp), Agreement and Plan of Merger (Seasons Bancshares Inc)
REPRESENTATIONS AND WARRANTIES OF SEASONS. As of the date hereof, Seasons has delivered to Parent NBC a schedule (the “Seasons Disclosure Schedule”) setting forth, among other things, certain 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 III IV or to one or more covenants contained in Article VVI; provided, however, that (i) no such item is required to be set forth in the Seasons Disclosure Schedule as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 7.2(a8.2(a), and (ii) the mere inclusion of an item in the Seasons Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Seasons that such item represents a material exception or fact, event or circumstance or that such item is or would be reasonably likely to result in a Material Adverse Effect (as hereinafter defined) on Seasons. Seasons hereby represents and warrants to Parent and Merger Sub NBC as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seasons Bancshares Inc), Agreement and Plan of Merger (NBC Capital Corp)