Common use of REPRESENTATIONS AND WARRANTIES OF STERLING Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF STERLING. Except (a) as disclosed in the disclosure schedule delivered by Sterling to Wxxxxxx concurrently herewith (the “Sterling Disclosure Schedule”); provided, that (i) no such item is required to be set forth 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, (ii) the mere inclusion of an item in the Sterling Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Sterling that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to result in a Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross-reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed in any Sterling Reports filed by Sterling after January 1, 2020 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly nonspecific or cautionary, predictive or forward-looking in nature), Sterling hereby represents and warrants to Wxxxxxx as follows:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sterling Bancorp), Agreement and Plan of Merger (Sterling Bancorp)

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REPRESENTATIONS AND WARRANTIES OF STERLING. Except (a) as disclosed in the disclosure schedule delivered by Sterling to Wxxxxxx Xxxxxxx concurrently herewith (the “Sterling Disclosure Schedule”); provided, that (i) no such item is required to be set forth 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, (ii) the mere inclusion of an item in the Sterling Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Sterling that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to result in a Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross-reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed in any Sterling Reports filed by Sterling after January 1, 2020 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly nonspecific or cautionary, predictive or forward-looking in nature), Sterling hereby represents and warrants to Wxxxxxx Xxxxxxx as follows:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Webster Financial Corp), Agreement and Plan of Merger (Webster Financial Corp)

REPRESENTATIONS AND WARRANTIES OF STERLING. Except (ai) as disclosed in the disclosure schedule delivered by Sterling to Wxxxxxx Xxxxxx Valley concurrently herewith (the “Sterling Disclosure Schedule”); provided, that (ia) no such item is required to be set forth 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, (iib) the mere inclusion of an item in the Sterling Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Sterling that such item represents a material exception or fact, event or circumstance or that such item would is reasonably be expected likely to result in a Material Adverse Effect, and (iiic) any disclosures made with respect to a section of this Article III IV shall be deemed to qualify (1) any other section of this Article III IV specifically referenced or cross-referenced and (2) other sections of this Article III IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross-cross reference) from a reading of the disclosure that such disclosure applies to such other sections or (bii) as disclosed in any Sterling Reports filed by Sterling after January 1since September 30, 2020 2013, and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly nonspecific non-specific or cautionary, predictive or forward-looking in nature), Sterling hereby represents and warrants to Wxxxxxx Xxxxxx Valley as follows:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sterling Bancorp), Agreement and Plan of Merger (Hudson Valley Holding Corp)

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REPRESENTATIONS AND WARRANTIES OF STERLING. Except (ai) as disclosed in the disclosure schedule delivered by Sterling to Wxxxxxx Provident concurrently herewith (the “Sterling Disclosure Schedule”); provided, that (ia) no such item is required to be set forth 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, (iib) the mere inclusion of an item in the Sterling Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Sterling that such item represents a material exception or fact, event or circumstance or that such item would is reasonably be expected likely to result in a Material Adverse Effect, Effect and (iiic) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross-cross reference) from a reading of the disclosure that such disclosure applies to such other sections or (bii) as disclosed in any Sterling Reports filed by Sterling after January 1since December 31, 2020 2011, and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly nonspecific non-specific or cautionary, predictive or forward-looking in nature), Sterling hereby represents and warrants to Wxxxxxx Provident as follows:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Provident New York Bancorp)

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