REPRESENTATIONS AND WARRANTIES OF TOWER. Except as set forth under the corresponding section of the Tower Disclosure Schedules, which Tower Disclosure Schedules shall be deemed a part hereof and to qualify such corresponding representation or warranty otherwise made herein to the extent of such disclosure, Tower hereby makes the representations and warranties set forth below to each Holder:
REPRESENTATIONS AND WARRANTIES OF TOWER. Notwithstanding any independent investigation or verification undertaken by CPH or its representatives, Tower hereby represents and warrants to CPH the following:
REPRESENTATIONS AND WARRANTIES OF TOWER. Tower hereby makes the following representations and warranties to First Xxxxxxx as set forth in this Article IV, each of which is being relied upon by First Xxxxxxx as a material inducement to enter into and perform this Agreement. The exceptions disclosed in writing in the disclosure schedules of Tower delivered herewith are referred to herein as the “Tower Disclosure Schedules.”
REPRESENTATIONS AND WARRANTIES OF TOWER. Section 3.01 Organization 26 Section 3.02 Capitalization 26 Section 3.03 Authority; No Violation 27 Section 3.04 Consents 28 Section 3.05 Financial Statements 29 Section 3.06 Taxes 30 Section 3.07 No Material Adverse Effect 30 Section 3.08 Contracts 30 Section 3.09 Ownership of Property; Insurance Coverage 31 Section 3.10 Legal Proceedings 32 Section 3.11 Compliance With Applicable Law 32 Section 3.12 Employee Benefit Plans 33 Section 3.13 Labor Matters 35 Section 3.14 Brokers, Finders and Financial Advisors 35 Section 3.15 Environmental Matters 35 Section 3.16 Allowance for Loan Losses 35 Section 3.17 Related Party Transactions 36 Section 3.18 Loans 36 Section 3.19 Tower Information 36 Section 3.20 “Well Capitalized” 37 Section 3.21 Investment Securities 37 Section 3.22 Equity Plan and Agreements 37 Section 3.23 Fiduciary Accounts 37 Section 3.24 Fairness Opinion 37 Section 3.25 Securities Documents 37 Section 3.26 Quality of Representations 38
REPRESENTATIONS AND WARRANTIES OF TOWER. Tower hereby represents and warrants to Graystone that, except as set forth in the Tower Disclosure Schedule delivered by Tower to Graystone on or prior to the date hereof and the MOU and actions taken in furtherance of the MOU:
REPRESENTATIONS AND WARRANTIES OF TOWER. 4.1 Tower represents and warrants to Panasonic that the statements set forth in Schedule 4.1 are true and correct as of the date of this Agreement (or if any specific date is referred to in any representation or warranty, as of such specific date).
4.2 Tower’s representations and warranties in Section 4.1 (the “Tower’s Warranties”) are subject to the following matters:
(a) any matter that is expressly contained or described as an exception to Tower’s Warranties in the Tower Disclosure Letter and only to the extent that such matter is readily apparent from the disclosure set forth in the Tower Disclosure Letter; and
(b) all matters clearly disclosed, provided or noted (to the extent so disclosed, provided or noted) in Tower’s public filings with the SEC.
REPRESENTATIONS AND WARRANTIES OF TOWER. Except as otherwise disclosed in one or more schedules numbered to correspond to the following Sections of Article IV and delivered concurrently with this Agreement, Tower hereby represents and warrants to FNB as follows:
REPRESENTATIONS AND WARRANTIES OF TOWER. Tower hereby represents and warrants to the other Parties that, as of the date hereof and as of each of the First Closing Date and Second Closing Date, the following statements are true and correct:
REPRESENTATIONS AND WARRANTIES OF TOWER. 9 Section 3.2
REPRESENTATIONS AND WARRANTIES OF TOWER. Tower represents and warrants to Proeza, that: CORPORATE EXISTENCE AND POWER. Tower is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan, and has all corporate powers required to own its properties and carry on its business. Tower is authorized or duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities make such qualification necessary, except insofar as the failure to be so qualified would not reasonably be expected to enjoin, alter, call into question, affect or delay the Transaction.
