Common use of The Standard Clause in Contracts

The Standard. No representation or warranty of Xxxxxxx contained in ARTICLE 5 shall be deemed untrue or incorrect, and Xxxxxxx shall not be deemed to have breached a representation or warranty, in each case for all purposes hereunder, including the condition set forth in Section 8.3(a), as a consequence or result of the existence or absence of any fact, circumstance, change or event unless such fact, circumstance, change or event, individually or taken together with all other facts, circumstances, changes or events inconsistent with any representation or warranty contained in ARTICLE 5 has had or is reasonably likely to have a Material Adverse Effect on Xxxxxxx (it being understood that for the purpose of determining the accuracy of such representations and warranties, other than the representation in Section 5.7, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded); provided, that the foregoing shall not apply to the representations in Sections 5.2 (first sentence only), 5.3(a), 5.3(b)(i), 5.4(b) and 5.15, which shall be true and correct in all material respects, and the representations and warranties in Sections 5.4(a), 5.4(c) and 5.7, which shall be true and correct in all respects (except for inaccuracies in Sections 5.4(a) and 5.4(c) that are de minimis in amount).

The Standard. No representation or warranty of Xxxxxxx Buyer or Sub contained in ARTICLE Article 5 shall be deemed untrue or incorrect, and Xxxxxxx Buyer and Sub shall not be deemed to have breached a representation or warranty, in each any case for all purposes hereunder, including the condition set forth in Section 8.3(a), as a consequence or result of the existence or absence of any fact, circumstance, change or event unless such fact, circumstance, change or event, individually or taken together with all other facts, circumstances, changes or events inconsistent with any representation or warranty contained in ARTICLE Article 5 has had or is reasonably likely to have a Material Adverse Effect on Xxxxxxx Buyer (it being understood that for the purpose of determining the accuracy of such representations and warranties, other than the representation in Section 5.7, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded); provided, that the foregoing shall not apply to the representations in Sections 5.2 (first sentence only5.2(i), 5.3(a), and 5.3(b)(i), 5.4(b) and 5.15, which shall be true and correct in all material respects, and the representations and warranties in Sections 5.4(a), 5.4(cSection 5.6(iv) and 5.7, which shall be true and correct in all respects (except for inaccuracies in Sections 5.4(a) and 5.4(c) that are de minimis in amount)respects.

The Standard. No representation or warranty of Xxxxxxx First Bank contained in ARTICLE Article 5 shall be deemed untrue or incorrect, and Xxxxxxx First Bank shall not be deemed to have breached a representation or warranty, in each case for all purposes hereunder, including the condition set forth in Section 8.3(a), as a consequence or result of the existence or absence of any fact, circumstance, change or event unless such fact, circumstance, change or event, individually or taken together with all other facts, circumstances, changes or events inconsistent with any representation or warranty contained in ARTICLE Article 5 has had or is reasonably likely to have a Material Adverse Effect on Xxxxxxx First Bank (it being understood that for the purpose of determining the accuracy of such representations and warranties, other than the representation in Section 5.7, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded); provided, that the foregoing shall not apply to the representations in Sections 5.2 (first sentence only), 5.3(a)5.3, 5.3(b)(i), 5.4(b) and 5.155.14, which shall be true and correct in all material respects, and the representations and warranties in Sections 5.4(a), 5.4(c) ), 5.7 and 5.7, 5.17 which shall be true and correct in all respects (except for inaccuracies in Sections 5.4(a) and 5.4(c) that are de minimis in amount).

The Standard. No representation or warranty of Xxxxxxx Buyer contained in ARTICLE 5 shall be deemed untrue or incorrect, and Xxxxxxx Buyer shall not be deemed to have breached a representation or warranty, in each case for all purposes hereunder, including the condition set forth in Section 8.3(a), as a consequence or result of the existence or absence of any fact, circumstance, change or event unless such fact, circumstance, change or event, individually or taken together with all other facts, circumstances, changes or events inconsistent with any representation or warranty contained in ARTICLE 5 has had or is reasonably likely to have a Material Adverse Effect on Xxxxxxx Buyer (it being understood that for the purpose of determining the accuracy of such representations and warranties, other than the representation in Section 5.7, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded); provided, that the foregoing shall not apply to the representations in Sections 5.2 (first sentence only), 5.3(a), 5.3(b)(i), 5.4(b) and 5.155.14, which shall be true and correct in all material respects, and the representations and warranties in Sections 5.4(a), 5.4(c) and 5.7, which shall be true and correct in all respects (except for inaccuracies in Sections 5.4(a) and 5.4(c) that are de minimis in amount).

The Standard. No representation or warranty of Xxxxxxx Purchaser contained in ARTICLE 5 this Article IV shall be deemed untrue or incorrect, and Xxxxxxx Purchaser shall not be deemed to have breached a representation or warranty, in each case for all purposes hereunder, including the condition set forth in Section 8.3(a7.2(a), as a consequence or result of the existence or absence of any fact, circumstance, change change, effect, development, occurrence or event unless such fact, circumstance, change change, effects, developments or event, occurrences individually or taken together with all other facts, circumstances, changes changes, effects, developments or events occurrences inconsistent with any representation or warranty contained in ARTICLE 5 Article IV has had or is reasonably likely to have a Material Adverse Effect on Xxxxxxx Purchaser (it being understood that for the purpose of determining the accuracy of such representations and warranties, other than the representation in Section 5.74.8, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded); provided, that the foregoing shall not apply to the representations in Sections 5.2 Section 4.2 (first sentence only), 5.3(aSection 4.3, Section 4.4, Section 4.5(b), 5.3(b)(i), 5.4(b) and 5.15Section 4.10, which shall be true and correct in all material respects, and the representations and warranties in Sections 5.4(aSection 4.5(a), 5.4(c) Section 4.5(c), Section 4.8, and 5.7, Section 4.17 which shall be true and correct in all respects (except for inaccuracies in Sections 5.4(aSection 4.5(a) and 5.4(cSection 4.5(c) that are de minimis in amount).

The Standard. No representation or warranty of Xxxxxxx contained in ARTICLE 5 shall be deemed untrue or incorrect, and Xxxxxxx shall not be deemed to have breached a representation or warranty, in each case for all purposes hereunder, including the condition set forth in Section 8.3(a), as a consequence or result of the existence or absence of any fact, circumstance, change or event unless such fact, circumstance, change or event, individually or taken together with all other facts, circumstances, changes or events inconsistent with any representation or warranty contained in ARTICLE 5 has had or is reasonably likely to have a Material Adverse Effect on Xxxxxxx (it being understood that for the purpose of determining the accuracy of such representations and warranties, other than the representation in Section 5.7, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded); provided, that the foregoing shall not apply to the representations in Sections 5.2 (first sentence only), 5.3(a), 5.3(b)(i), 5.4(b) and 5.155.14, which shall be true and correct in all material respects, and the representations and warranties in Sections 5.4(a), 5.4(c) and 5.7, which shall be true and correct in all respects (except for inaccuracies in Sections 5.4(a) and 5.4(c) that are de minimis in amount).