Common use of Standard Clause in Contracts

Standard. No representation or warranty of 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 Seller, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Material Adverse Effect with respect to 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(d) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respects, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) and 3.7, in the case of Seller, 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 Seller, 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 Seller 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 SellerTarget, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Material Adverse Effect with respect to Seller 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), Section 3.2(d) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respectsexcept 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 SellerTarget, 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 SellerTarget, 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 Seller 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 Sellerthe 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 Seller 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(a), Section 3.2(d5.2(a) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respectsexcept to an immaterial (relative to Section 5.2(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 Sellerthe 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 Sellerthe 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 Seller 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 SellerCompany, 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 Seller 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), Section 3.2(d) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de minimis extent, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) ), 3.7 and 3.73.25, in the case of SellerCompany, 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 SellerCompany, 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 Seller 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 SellerFifth 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 Seller 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), Section 3.2(d), Section 3.3(a) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respects, (y) Sections 3.2(b3.3(b)(i), 3.3(a), 3.3(b)(i) and 3.7, in the case of SellerFifth 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 Seller, 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 Seller 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 SellerYadkin, 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 Seller 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), Section 3.2(d) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respects, (y) Sections 3.2(b)3.2, 3.3(a), 3.3(b)(i) and 3.7, 3.7 in the case of Seller, 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 SellerYadkin, 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 Seller 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 Sellerthe 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 Seller 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(a), Section 3.2(dSections 3.3(a) and Section 3.3 3.3(b) shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de 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 Sellerthe 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 Sellerthe 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 Seller 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 Sellerthe 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 Seller 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(a), Section 3.2(dSections 3.3(a) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de 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 Sellerthe 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 Sellerthe 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 Seller 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 Sellerthe 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 Seller 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), Section 3.2(d) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de minimis extent, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) ), 3.7 and 3.73.26, in the case of Sellerthe 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 Sellerthe 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 Seller 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 SellerNorth 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 Seller 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), Section 3.2(d) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respectsexcept to 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 SellerNorth 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 SellerNorth 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 Seller 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 Sellerthe 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 Seller 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(a), Section 3.2(dSections 3.3(a) and Section 3.3 3.3(b) shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de 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 Sellerthe 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 Sellerthe 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 Seller 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 Sellerthe 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 Seller 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(a), Section 3.2(dSections 3.3(a) and Section 3.3 3.3(b) shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de 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 Sellerthe 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 Sellerthe 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 Seller 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 SellerMercantile 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 Seller 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), Section 3.2(d) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de 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 SellerMercantile 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 SellerMercantile 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 Seller 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 Sellerthe 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 Seller 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(a), Section 3.2(dSections 3.3(a) and Section 3.3 3.3(b) shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de 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 Sellerthe 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 Sellerthe 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 Seller 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 Sellerthe 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 Seller 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(a), Section 3.2(dSections 3.3(a) and Section 3.3 3.3(b) shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de 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 Sellerthe 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 Sellerthe 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 Seller 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 SellerFirst 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 Seller 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), Section 3.2(d) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respectsexcept 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 SellerFirst 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 SellerFirst 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 Seller 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 SellerHibernia, 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 Seller 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), Section 3.2(d) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respectsexcept to 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 SellerHibernia, 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 SellerHibernia, 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 Seller contained in Article III 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 Seller, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Material Adverse Effect with respect to 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(d) and Section 3.3 3.2(c) shall be deemed untrue and incorrect if not true and correct in all respects, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) and 3.7, in the case of Seller, 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 Seller, 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 Seller 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 Sellerthe 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 Seller 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 3.2(d3.03(b) and Section 3.3 3.03(d) shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de 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 Sellerthe 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 Sellerthe 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 Seller 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 Sellerthe 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 Seller 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), Section 3.2(d) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respects, (y) Sections 3.2(b), 3.3(a) and 3.3(b)(i) with respect to the Company and Sections 4.2(a), 3.3(b)(i) and 3.7, in the case of Seller, and Sections 4.24.2(b), 4.3(a), 4.3(b)(i) with respect to Buyer and 4.7, in the case of BuyerParent, shall be deemed untrue and incorrect if not true and correct in all material respects except to a de minimus extent (relative to Sections 3.2(a) and 3.2(b) or 4.2(a) and 4.2(b), as applicable, taken as a whole) and (z) Section Sections 3.7 and 3.8(a), ) in the case of Sellerthe Company, and Section Sections 4.7 and 4.8(a), ) in the case of each of the Parent and Buyer, as applicable, shall be deemed untrue and incorrect if not true and correct in all respects.

Standard. No representation or warranty of Seller 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 SellerCompany, 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 Seller 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), Section 3.2(d) and Section 3.3 3.2 shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de 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 SellerCompany, 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 Seller, 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 Seller 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 Sellerthe 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 Seller 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), Section 3.2(d) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de 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 Sellerthe 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 Sellerthe 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 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 Seller, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Material Adverse Effect with respect to 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) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respects, except for such inaccuracies as may be caused by the issuance of Seller Common Stock as a 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 Seller, 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 Seller, 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 Seller 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 SellerCompany, 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 Seller 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), Section 3.2(d) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de 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 SellerCompany, 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 SellerCompany, 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 Seller 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 Sellerthe 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 Seller 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(a), Section 3.2(dSections 3.3(a) and Section 3.3 3.3(b) shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de 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 Sellerthe 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 Sellerthe 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 Seller 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 Sellerthe 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 Seller 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(a), Section 3.2(dSections 3.3(a) and Section 3.3 3.3(b) shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de 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 Sellerthe 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 Sellerthe 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 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 Seller, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Material Adverse Effect with respect to 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(d3.2(c) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respects, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) and 3.7, in the case of Seller, 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 Seller, 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 Seller 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 SellerCVLY, 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 Seller 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), Section 3.2(d3.3(b), 4.3(a) and Section 3.3 4.3(b) shall be deemed untrue and incorrect if not true and correct in all respectsexcept to a de 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 SellerCVLY, 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 SellerCVLY, 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 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 Seller, or Article IV, in the case of Buyer, has had or would be reasonably likely to have a Material Adverse Effect with respect to 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) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respects, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) and 3.7, in the case of Seller, 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 Seller, 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 Seller 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 SellerInvestors 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 Seller 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)Sections 3.2, Section 3.2(d) 3.7 and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respects, (y) Sections 3.2(b), 3.3(a), 3.3(b)(i) and 3.73.22, in the case of SellerInvestors 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 SellerInvestors 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 Seller 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 SellerFirst 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 Seller 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), Section 3.2(d) and Section 3.3 shall be deemed untrue and incorrect if not true and correct in all respectsexcept 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 SellerFirst 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 SellerFirst 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.