Common use of Standard Clause in Contracts

Standard. No representation or warranty of Target contained in Article III or of Buyer contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of Target, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target or Buyer, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole), (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) and 3.7, in the case of Target, and Sections 4.2, 4.3(a), 4.3(b)(i) and 4.7, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of Target, and Section 4.8(a), in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target the Company contained in Article III V or of Buyer Parent contained in Article IV VI shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent (disregarding for purposes of this Section 11.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties) with any representations or warranties contained in Article IIIV, in the case of Targetthe Company, or Article IVVI, in the case of BuyerParent, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target the Company or BuyerParent, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties)as the case may be. Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a5.2(a) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent an immaterial (relative to Section 3.2(a5.2(a) taken as a whole)) extent, (y) Sections 3.2(b5.2(b), 3.3(a5.3(a), 3.3(b)(i5.3(b)(i), 5.7, 5.24, 5.26(a) and 3.75.26(b)(i), in the case of Targetthe Company, and Sections 4.26.2, 4.3(a6.3(a), 4.3(b)(i6.3(b)(i), 6.7, 6.14, 6.15(a) and 4.76.15(b)(i), in the case of BuyerParent, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(aSections 5.8(a), in the case of Targetthe Company, and Section 4.8(a6.8(a), in the case of BuyerParent, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target First National Bankshares contained in Article IV or of Fifth Third contained in Article III or of Buyer contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetFifth Third, or Article IV, in the case of BuyerFirst National Bankshares, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target Fifth Third or BuyerFirst National Bankshares, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole), (y) Sections 3.2(bSection 3.2(d), Section 3.3(a), 3.3(b)(i) and 3.7Section 3.3(b)(i), in the case of TargetFifth Third, and Sections 4.2, 4.3(aSection 4.2(a), 4.3(b)(iSection 4.2(d), Section 4.3(a) and 4.7Section 4.3(b)(i), in the case of BuyerFirst National Bankshares, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of Target, and Section 4.8(a), in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target Company contained in Article III or of Buyer Parent contained in Article IV shall be deemed untrue untrue, inaccurate or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetCompany, or Article IV, in the case of BuyerParent, has had or would reasonably be reasonably likely expected to have a Material Adverse Effect with respect to Target Company or BuyerParent, respectively (disregarding for purposes of this Section 9.2 any materiality all qualifications or Material Adverse Effect qualification contained limitations set forth in any representations or warrantieswarranties as to “materiality,” “Material Adverse Effect” and words of similar import). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)minimis extent, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) ), 3.7 and 3.73.25, in the case of TargetCompany, and Sections 4.2, 4.3(a), 4.3(b)(i) and 4.7, in the case of BuyerParent, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of TargetCompany, and Section 4.8(a), in the case of BuyerParent, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target Yadkin contained in Article III or of Buyer Vantage contained in Article IV or Piedmont in Article V shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetYadkin, or Article IV, in the case of BuyerVantage or Article V in the case of Piedmont, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target Yadkin, Vantage or BuyerPiedmont, respectively (disregarding for purposes of this Section 9.2 10.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole), (y) Sections 3.2(b)3.2, 3.3(a), 3.3(b)(i) and 3.7, 3.7 in the case of Target, and Yadkin; Sections 4.2, 4.3(a), 4.3(b)(i) ), and 4.7, in the case of BuyerVantage, and Sections 6.2(a) and 6.2(d) in the case of Piedmont, shall be deemed untrue and incorrect if not true and correct in all material respects respects; and (zy) Section 3.8(a), in the case of TargetYadkin, and Section 4.8(a), in the case of BuyerVantage, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target the Company contained in Article III or of Buyer contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of Targetthe Company, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Company Material Adverse Effect with respect to Target or Buyera Buyer Material Adverse Effect, respectively (disregarding for purposes of this Section 9.2 9.1 any materiality or Material Adverse Effect qualification contained in any representations or warrantieswarranties other than in Section 3.12(i) and 4.11). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(aSections 3.3(a) and 3.3(b) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)minimis extent, (y) Sections 3.2(b3.4, 3.5, 3.6, 3.7(a)(ii), 3.3(a3.14(k), 3.3(b)(i) 3.21, 3.31 and 3.7the first two sentences of Section 3.2, in the case of Targetthe Company, and Sections 4.24.3, 4.3(a4.4, 4.5, 4.6(a)(ii), 4.3(b)(i) 4.19 and 4.7the first two sentences of Section 4.2, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a3.12(i), in the case of Targetthe Company, and Section 4.8(a)4.11, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target the Company contained in Article ARTICLE III or of Buyer contained in Article ARTICLE IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article ARTICLE III, in the case of Targetthe Company, or Article ARTICLE IV, in the case of Buyer, has had or would be reasonably likely to have a Company Material Adverse Effect with respect to Target or Buyera Buyer Material Adverse Effect, respectively (disregarding for purposes of this Section 9.2 9.1 any materiality or Material Adverse Effect qualification contained in any representations or warrantieswarranties other than in Section 3.12 and Section 4.11). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(aSections 3.3(a) and 3.3(b) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)minimis extent, (y) Sections 3.2(b3.4, 3.5, 3.6, 3.7(a)(ii), 3.3(a)3.21, 3.3(b)(i) 3.31, the second sentence of Section 3.8, and 3.7the first three sentences of Section 3.2, in the case of Targetthe Company, and Sections 4.24.3, 4.3(a4.4, 4.5, 4.6(a)(ii), 4.3(b)(i) 4.15 and 4.7the first two sentences of Section 4.2, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a)3.12, in the case of Targetthe Company, and Section 4.8(a)4.11, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target the Company contained in Article III or of Buyer contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of Targetthe Company, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Company Material Adverse Effect with respect to Target or Buyera Buyer Material Adverse Effect, respectively (disregarding for purposes of this Section 9.2 9.1 any materiality or Material Adverse Effect material adverse effect qualification contained in any representations or warrantieswarranties other than in Section 3.12(i) and 4.21). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(aSections 3.3(a) and 3.3(b) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)minimis extent, (y) Sections 3.2(b3.4, 3.5, 3.6, 3.7(a)(ii), 3.3(a3.14(k), 3.3(b)(i) 3.22, 3.23, 3.33 and 3.7the first two sentences of Section 3.2, in the case of Targetthe Company, and Sections 4.4, 4.5, 4.6(a)(ii), 4.22, 4.24, the first two sentences of Section 4.2, 4.3(a), 4.3(b)(i) and 4.7the last sentence of Section 4.3, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a3.12(i), in the case of Targetthe Company, and Section 4.8(a)4.21, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target the Company contained in Article III or of Buyer contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of Targetthe Company, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Company Material Adverse Effect with respect to Target or Buyera Buyer Material Adverse Effect, respectively (disregarding for purposes of this Section 9.2 9.1 any materiality or Material Adverse Effect qualification contained in any representations or warrantieswarranties other than in Section 3.12(a) and Section 4.11). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(aSections 3.3(a) and 3.3(b) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)minimis extent, (y) Sections 3.2(b3.4, 3.5, 3.6, 3.7(a)(ii), 3.3(a3.14(h), 3.3(b)(i) 3.21, 3.31 and 3.7the first three sentences of Section 3.2, in the case of Targetthe Company, and Sections 4.24.3, 4.3(a4.4, 4.5, 4.6(a)(ii), 4.3(b)(i) 4.20 and 4.7the first two sentences of Section 4.2, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a3.12(a), in the case of Targetthe Company, and Section 4.8(a)4.11, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target the Company contained in Article III or of Buyer Parent contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of Targetthe Company, or Article IV, in the case of BuyerParent, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target the Company or BuyerParent, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warrantieswarranties other than in Section 3.8(a) and 4.8(a)). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)minimis extent, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) ), 3.7 and 3.73.26, in the case of Targetthe Company, and Sections 4.2, 4.3(a), 4.3(b)(i) ), and 4.7, in the case of BuyerParent, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of Targetthe Company, and Section 4.8(a), in the case of BuyerParent, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target North Fork contained in Article III or of Buyer Capital One contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetNorth Fork, or Article IV, in the case of BuyerCapital One, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target North Fork or BuyerCapital One, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent an immaterial (relative to Section 3.2(a) taken as a whole)) extent, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) ), 3.7 and 3.73.24, in the case of TargetNorth Fork, and Sections 4.2, 4.3(a), 4.3(b)(i) ), 4.7 and 4.74.19, in the case of BuyerCapital One, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of TargetNorth Fork, and Section 4.8(a), in the case of BuyerCapital One, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target Mercantile Bankshares contained in Article III or of Buyer PNC contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetMercantile Bankshares, or Article IV, in the case of BuyerPNC, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target Mercantile Bankshares or BuyerPNC, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a) shall be deemed untrue and incorrect if not true and correct except to a de minimus minimis extent (relative to Section 3.2(a) taken as a whole), (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) ), 3.7 and 3.73.24, in the case of TargetMercantile Bankshares, and Sections 4.2, 4.3(a), 4.3(b)(i) and 4.7, in the case of BuyerPNC, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of TargetMercantile Bankshares, and Section 4.8(a), in the case of BuyerPNC, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target the Company contained in Article III or of Buyer contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of Targetthe Company, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Company Material Adverse Effect with respect to Target or Buyera Buyer Material Adverse Effect, respectively (disregarding for purposes of this Section 9.2 9.1 any materiality or Material Adverse Effect qualification contained in any representations or warrantieswarranties other than in Section 3.12(i) and 4.11). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(aSections 3.3(a) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)minimis extent, (y) Sections 3.2(b3.3(b), 3.3(a3.4(a), 3.3(b)(i) 3.5, 3.6, 3.7(a)(ii), 3.14(l), 3.22, 3.33 and 3.7the first two sentences of each of Sections 3.2 and 3.8, in the case of Targetthe Company, and Sections 4.24.3, 4.3(a)4.4, 4.3(b)(i4.5, 4.6(a)(ii) and 4.7the first three sentences of Section 4.2, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a3.12(i), in the case of Targetthe Company, and Section 4.8(a)4.11, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target the Company contained in Article III or of Buyer or Merger LLC contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of Targetthe Company, or Article IV, in the case of BuyerBuyer or Merger LLC, has had or would be reasonably likely to have a Company Material Adverse Effect with respect to Target or Buyera Buyer Material Adverse Effect, respectively (disregarding for purposes of this Section 9.2 9.1 any materiality or Material Adverse Effect qualification contained in any representations or warrantieswarranties other than in Section 3.12(i) and 4.11). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(aSections 3.3(a) and 3.3(b) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)minimis extent, (y) Sections 3.2(b3.5, 3.6, 3.7(a)(ii), 3.3(a3.14(k), 3.3(b)(i) 3.23, 3.33 and 3.7the first two sentences of Section 3.2, in the case of Targetthe Company, and Sections 4.24.3, 4.3(a4.4, 4.5, 4.6(a)(ii), 4.3(b)(i) 4.19 and 4.7the first two sentences of Section 4.2, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a3.12(i), in the case of Targetthe Company, and Section 4.8(a)4.11, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target the Company contained in Article III or of Buyer contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of Targetthe Company, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Company Material Adverse Effect with respect to Target or Buyera Buyer Material Adverse Effect, respectively (disregarding for purposes of this Section 9.2 9.01 any materiality or Material Adverse Effect qualification contained in any representations or warrantieswarranties other than in Section 3.12(a) and Section 4.11). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a3.03(a), Section 3.03(b) and Section 3.03(d) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)minimis extent, (y) Sections 3.2(bSection 3.04, Section 3.05, Section 3.06, Section 3.07(a)(ii), 3.3(a)Section 3.21, 3.3(b)(i) Section 3.31 and 3.7the first three sentences of Section 3.02, in the case of Targetthe Company, and Sections 4.2Section 4.03, 4.3(aSection 4.04, Section 4.05, Section 4.06(a)(ii), 4.3(b)(i) Section 4.14 and 4.7the first two sentences of Section 4.02, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a3.12(a), in the case of Targetthe Company, and Section 4.8(a)4.11, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target Investors Financial contained in Article III or of Buyer State Street contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetInvestors Financial, or Article IV, in the case of BuyerState Street, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target Investors Financial or BuyerState Street, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a) shall be deemed untrue Sections 3.2, 3.7 and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole), (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) and 3.73.22, in the case of TargetInvestors Financial, and Sections 4.2, 4.3(a), 4.3(b)(i) and Section 4.7, in the case of BuyerState Street, shall be deemed untrue and incorrect if not true and correct in all material respects and (zy) Section 3.8(a), in the case of TargetInvestors Financial, and Section 4.8(a), in the case of BuyerState Street, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target the Company contained in Article III or of Buyer contained in Article IV shall be deemed untrue untrue, inaccurate or incorrect for any purpose purposes of Section 7.2(a) or 7.3(a), as applicable, under this Agreement, and no Party shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of Targetthe Company, or Article IV, in the case of Buyer, has had or would reasonably be reasonably likely expected to have a Material Adverse Effect Change with respect to Target the Company or Buyer, respectively (disregarding for purposes of this Section 9.2 any materiality all qualifications or Material Adverse Effect qualification contained limitations set forth in any representations or warrantieswarranties as to “materiality,” “material adverse effect” and words of similar import). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a) shall be deemed untrue and incorrect if not true and correct except to a de minimus minimis extent (relative to Section 3.2(a) taken as a whole), (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) ), 3.7 and 3.73.20, in the case of Targetthe Company, and Sections 4.2, 4.3(a), 4.3(b)(i) and 4.7, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a) and Section 3.10(b), in the case of Targetthe Company, and Section 4.8(a4.8 and Section 4.10(b), in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target Seller contained in Article III or of Buyer contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetSeller, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target Seller or Buyer, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a), Section 3.2(c) and Section 3.3 shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)in all respects, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) and 3.7, in the case of TargetSeller, and Sections 4.2, 4.3(a), 4.3(b)(i4.3(b), 4.3(c)(i), 4.3(c)(ii) and 4.7, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of TargetSeller, and Section 4.8(a), in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target the Company contained in Article III or of Buyer or Buyer Bank contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of Targetthe Company, or Article IV, in the case of BuyerBuyer or Buyer Bank, has had or would be reasonably likely to have a Company Material Adverse Effect with respect to Target or Buyera Buyer Material Adverse Effect, respectively (disregarding for purposes of this Section 9.2 9.1 any materiality or Material Adverse Effect qualification contained in any representations or warrantieswarranties other than in Section 3.12(i) and 4.11). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(aSections 3.3(a) and 3.3(b) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)minimis extent, (y) Sections 3.2(b3.4, 3.5, 3.6, 3.7(a)(ii), 3.3(a3.14(k), 3.3(b)(i) 3.22, 3.33 and 3.7the first sentence of Section 3.2, in the case of Targetthe Company, and Sections 4.24.4, 4.3(a4.5, 4.6(a)(ii), 4.3(b)(i) 4.14, the first two sentences of Section 4.2(a), the first two sentences of Section 4.2(b), and 4.7the last sentence of Section 4.3, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a3.12(i), in the case of Targetthe Company, and Section 4.8(a)4.11, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target Seller contained in Article III or of Buyer contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetSeller, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target Seller or Buyer, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a), and Section 3.2(d) shall be deemed untrue and incorrect if not true and correct in all respects, except to a de minimus extent (relative to Section 3.2(a) taken for such inaccuracies as may be caused by the issuance of Seller Common Stock as a whole)result of the exercise of Seller Options that are outstanding on the date of this Agreement, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) and 3.7, in the case of TargetSeller, and Sections 4.2, 4.3(a), 4.3(b)(i) and 4.7, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of TargetSeller, and Section 4.8(a), in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target Company contained in Article III or of Buyer Parent contained in Article IV shall be deemed untrue untrue, inaccurate or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetCompany, or Article IV, in the case of BuyerParent, has had or would reasonably be reasonably likely expected to have a Material Adverse Effect with respect to Target Company or BuyerParent, respectively (disregarding for purposes of this Section 9.2 any materiality all qualifications or Material Adverse Effect qualification contained limitations set forth in any representations or warrantieswarranties as to “materiality,” “Material Adverse Effect” and words of similar import). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a) shall be deemed untrue and incorrect if not true and correct except to a de minimus minimis extent (relative to Section 3.2(a) taken as a whole), (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) ), 3.7 and 3.73.27, in the case of TargetCompany, and Sections 4.2, 4.3(a), 4.3(b)(i) and 4.7, in the case of BuyerParent, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of TargetCompany, and Section 4.8(a), in the case of BuyerParent, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target CVLY contained in Article III or of Buyer ORRF contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetCVLY, or Article IV, in the case of BuyerORRF, has had or would be reasonably likely to have a CVLY Material Adverse Effect with respect to Target or Buyeran ORRF Material Adverse Effect, respectively (disregarding for purposes of this Section 9.2 9.1 any materiality or Material Adverse Effect material adverse effect qualification contained in any representations or warrantieswarranties other than in clause (i) of Section 3.12 and clause (i) of 4.12). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(aSections 3.3(a), 3.3(b), 4.3(a) and 4.3(b) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)minimis extent, (y) Sections 3.2(b3.4, 3.5, 3.6, 3.7(a)(ii), 3.3(a3.14(j), 3.3(b)(i) 3.22, 3.23, 3.33 and 3.7the first two sentences of Section 3.2, in the case of TargetCVLY, and Sections 4.24.4, 4.3(a4.5, 4.6, 4.7(a)(ii), 4.3(b)(i) and 4.74.14(j), 4.22, 4.23, 4.33, the first two sentences of Section 4.2, in the case of BuyerORRF, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) clause (i) of Section 3.8(a3.12), in the case of TargetCVLY, and clause (i) of Section 4.8(a)4.12, in the case of BuyerORRF, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target the Company contained in Article III III, of Shareholder contained in Article IV or of Buyer contained in Article IV V shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, III in the case of Targetthe Company, Article IV in the case of Shareholder, or Article IVV, in the case of Buyer, has had or would be reasonably likely to have a Company Material Adverse Effect with respect to Target or Buyera Buyer Material Adverse Effect, respectively (disregarding for purposes of this Section 9.2 11.1 any materiality or Material Adverse Effect qualification contained in any representations or warrantieswarranties other than in Section 3.12(i)). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(aSections 3.3(a) and 3.3(b) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)minimis extent, (y) Sections 3.2(b3.5, 3.6, 3.7(a)(ii), 3.3(a3.14(j), 3.3(b)(i) 3.23, 3.33 and 3.7the first two sentences of Section 3.2, in the case of Targetthe Company, Section 4.2 or 4.3, in the case of Shareholder, and Sections 4.25.3, 4.3(a)5.4, 4.3(b)(i5.5(a)(ii) and 4.7the first two sentences of Section 5.2, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a3.12(i), in the case of Targetthe Company, and Section 4.8(a)5.10, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target First Charter contained in Article III or of Buyer Fifth Third or Fifth Third Financial contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetFirst Charter, or Article IV, in the case of BuyerFifth Third or Fifth Third Financial, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target First Charter or BuyerFifth Third, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole), (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) and 3.7, in the case of TargetFirst Charter, and Sections 4.2, 4.3(a), 4.3(b)(i) and 4.7, in the case of BuyerFifth Third or Fifth Third Financial, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of TargetFirst Charter, and Section 4.8(a), in the case of BuyerFifth Third or Fifth Third Financial, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target contained in Article III Seller or of Buyer contained in Article IV this Agreement shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetSeller, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target Seller or Buyer, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a), and Section 3.2(c) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)in all respects, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) and 3.7, in the case of TargetSeller, and Sections 4.2, 4.3(a), 4.3(b)(i4.3(b), 4.3(c)(i), 4.3(c)(ii) and 4.7, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of TargetSeller, and Section 4.8(a), in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target Company contained in Article III or of Buyer Parent contained in Article IV shall be deemed untrue untrue, inaccurate or incorrect for any purpose under this Agreement, and no Party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetCompany, or Article IV, in the case of BuyerParent, has had or would reasonably be reasonably likely expected to have a Material Adverse Effect with respect to Target Company or BuyerParent Material Adverse Effect with respect to Parent, respectively (disregarding for purposes of this Section 9.2 any materiality all qualifications or Material Adverse Effect qualification contained limitations set forth in any representations or warrantieswarranties as to “materiality,” “Material Adverse Effect,” “Parent Material Adverse Effect” and words of similar import). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a) 3.2 shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)minimis extent, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) 3.3(b), 3.3(c)(i), 3.7 and 3.73.24, in the case of TargetCompany, and Sections 4.2, 4.3(a4.2(a), 4.3(b)(i4.2(b)(i) and 4.74.4, in the case of BuyerParent, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of Target, and Section 4.8(a), in the case of Buyer, Company shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target Hibernia contained in Article III or of Buyer Capital One contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetHibernia, or Article IV, in the case of BuyerCapital One, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target Hibernia or BuyerCapital One, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent an immaterial (relative to Section 3.2(a) taken as a whole)) extent, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) ), 3.7 and 3.73.24, in the case of TargetHibernia, and Sections 4.2, 4.3(a), 4.3(b)(i) and 4.7, in the case of BuyerCapital One, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of TargetHibernia, and Section 4.8(a), in the case of BuyerCapital One, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target the Company contained in Article III or of Parent or Buyer contained in Article IV or in their respective Disclosure Schedules shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of Targetthe Company, or Article IV, in the case of Parent or Buyer, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target the Company or BuyerParent, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (xy) Section Sections 3.2(a), 3.2(b), 3.3(a) and 3.3(b)(i) with respect to the Company and Sections 4.2(a), 4.2(b), 4.3(a), 4.3(b)(i) with respect to Buyer and Parent, shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section Sections 3.2(a) and 3.2(b) or 4.2(a) and 4.2(b), as applicable, taken as a whole), ) and (yz) Sections 3.2(b), 3.3(a), 3.3(b)(i3.7 and 3.8(a) and 3.7, in the case of Targetthe Company, and Sections 4.2, 4.3(a), 4.3(b)(i4.7 and 4.8(a) and 4.7, in the case of each of the Parent and Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of Target, and Section 4.8(a), in the case of Buyeras applicable, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target Seller contained in Article III or of Buyer contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetSeller, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target Seller or Buyer, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a), and Section 3.2(d) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole)in all respects, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) and 3.7, in the case of TargetSeller, and Sections 4.2, 4.3(a), 4.3(b)(i) and 4.7, in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of TargetSeller, and Section 4.8(a), in the case of Buyer, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Target First Charter contained in Article III or of Buyer Fifth Third contained in Article IV shall be deemed untrue or incorrect for any purpose under this Agreement, and no Party party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Article III, in the case of TargetFirst Charter, or Article IV, in the case of BuyerFifth Third, has had or would be reasonably likely to have a Material Adverse Effect with respect to Target First Charter or BuyerFifth Third, respectively (disregarding for purposes of this Section 9.2 any materiality or Material Adverse Effect qualification contained in any representations or warranties). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Section 3.2(a) shall be deemed untrue and incorrect if not true and correct except to a de minimus extent (relative to Section 3.2(a) taken as a whole), (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) and 3.7, in the case of TargetFirst Charter, and Sections 4.2, 4.3(a), 4.3(b)(i) and 4.7, in the case of BuyerFifth Third, shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.8(a), in the case of TargetFirst Charter, and Section 4.8(a), in the case of BuyerFifth Third, shall be deemed untrue and incorrect if not true and correct in all respects.