Representations and Warranties to be True; Fulfillment of Covenants and Conditions. (i) The representations and warranties of D&N shall be true and correct (subject to Section 2.23 hereof) as of the date hereof and at the Effective Time with the same effect as though made at the Effective Time (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date) except where the failure to be true and correct would not have, or would not reasonably be expected to have, a material adverse effect on D&N; (ii) D&N and its Subsidiaries shall have performed all obligations and complied with each covenant, in all material respects, and satisfied all conditions under this Agreement on its part to be satisfied at or before the Effective Time; and (iii) D&N shall have delivered to Republic a certificate, dated the Effective Time and signed by its chief executive officer and chief financial officer, certifying as to the satisfaction of clauses (i) and (ii) hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Republic Bancorp Inc), Agreement and Plan of Merger (D&n Financial Corp), Agreement and Plan of Merger (Republic Bancorp Inc)
Representations and Warranties to be True; Fulfillment of Covenants and Conditions. (i) The representations and warranties of D&N Republic shall be true and correct (subject to Section 2.23 hereof) as of the date hereof and at the Effective Time with the same effect as though made at the Effective Time (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date) except where the failure to be true and correct would not have, or would not reasonably be expected to have, a material adverse effect effect, on D&NRepublic; (ii) D&N Republic and its Subsidiaries shall have performed all obligations and complied with each covenant, in all material respects, and satisfied all conditions under this Agreement on its part to be satisfied at or before the Effective Time; and (iii) D&N Republic shall have delivered to Republic D&N a certificate, dated the Effective Time and signed by its chief executive officer and chief financial officer, certifying as to the satisfaction of clauses (i) and (ii) hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Republic Bancorp Inc), Agreement and Plan of Merger (Republic Bancorp Inc), Agreement and Plan of Merger (D&n Financial Corp)
