Common use of Continuing Accuracy of Representations and Warranties Clause in Contracts

Continuing Accuracy of Representations and Warranties. The representations and warranties of NBB (i) that are qualified by reference to Material Adverse Effect being true at and as of the Effective Date as though such representations and warranties were made at and as of the Effective Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and (ii) set forth in this Agreement that are not qualified by reference to Material Adverse Effect being true and correct as of the Effective Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 8.8(ii) shall be deemed to have been satisfied even if any representations and warranties of the NBB are not so true and correct unless the failure of such representations and warranties of the NBB to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect with respect to NBB.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (North Bay Bancorp/Ca), Agreement and Plan of Reorganization (Umpqua Holdings Corp)

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Continuing Accuracy of Representations and Warranties. (i) The representations and warranties of NBB (i) Umpqua that are qualified by reference to Material Adverse Effect being true at and as of the Effective Date as though such representations and warranties were made at and as of the Effective Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and (ii) the representations and warranties of the WSB set forth in this Agreement that are not qualified by reference to Material Adverse Effect being true and correct as of the Effective Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 8.8(ii9.7(a)(ii) shall be deemed to have been satisfied even if any representations and warranties of the NBB Umpqua are not so true and correct unless the failure of such representations and warranties of the NBB Umpqua to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect with respect to NBBUmpqua.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Western Sierra Bancorp), Agreement and Plan of Reorganization (Umpqua Holdings Corp)

Continuing Accuracy of Representations and Warranties. (i) The representations and warranties of NBB (i) WSB that are qualified by reference to Material Adverse Effect being true at and as of the Effective Date as though such representations and warranties were made at and as of the Effective Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and (ii) the representations and warranties of the WSB set forth in this Agreement that are not qualified by reference to Material Adverse Effect being true and correct as of the Effective Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 8.8(ii8.8(a)(ii) shall be deemed to have been satisfied even if any representations and warranties of the NBB WSB are not so true and correct unless the failure of such representations and warranties of the NBB WSB to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect with respect to NBBWSB.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Umpqua Holdings Corp), Agreement and Plan of Reorganization (Western Sierra Bancorp)

Continuing Accuracy of Representations and Warranties. The representations and warranties of NBB Umpqua (i) that are qualified by reference to Material Adverse Effect being true at and as of the Effective Date as though such representations and warranties were made at and as of the Effective Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and (ii) set forth in this Agreement that are not qualified by reference to Material Adverse Effect being true and correct as of the Effective Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 8.8(ii9.8(ii) shall be deemed to have been satisfied even if any representations and warranties of the NBB Umpqua are not so true and correct unless the failure of such representations and warranties of the NBB Umpqua to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect with respect to NBBUmpqua.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (North Bay Bancorp/Ca), Agreement and Plan of Reorganization (Umpqua Holdings Corp)

Continuing Accuracy of Representations and Warranties. The representations and warranties of NBB Umpqua: (i) that are qualified by reference to Material Adverse Effect being true at and as of the Effective Date as though such representations and warranties were made at and as of the Effective Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and (ii) set forth in this Agreement that are not qualified by reference to Material Adverse Effect being true and correct as of the Effective Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 8.8(ii9.6(ii) shall be deemed to have been satisfied even if any representations and warranties of the NBB Umpqua are not so true and correct unless the failure of such representations and warranties of the NBB Umpqua to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect with respect to NBBUmpqua.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Umpqua Holdings Corp)

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Continuing Accuracy of Representations and Warranties. The representations and warranties of NBB APB (i) that are qualified by reference to Material Adverse Effect being true at and as of the Effective Date as though such representations and warranties were made at and as of the Effective Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and (ii) set forth in this Agreement that are not qualified by reference to Material Adverse Effect being true and correct as of the Effective Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 8.8(ii8.7(ii) shall be deemed to have been satisfied even if any representations and warranties of the NBB APB are not so true and correct unless the failure of such representations and warranties of the NBB APB to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect with respect to NBBAPB.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Umpqua Holdings Corp)

Continuing Accuracy of Representations and Warranties. The representations and warranties of NBB Stockmans (i) that are qualified by reference to Material Adverse Effect being true at and as of the Effective Date as though such representations and warranties were made at and as of the Effective Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and (ii) set forth in this Agreement that are not qualified by reference to Material Adverse Effect being true and correct as of the Effective Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 8.8(ii) shall be deemed to have been satisfied even if any representations and warranties of the NBB Stockmans are not so true and correct unless the failure of such representations and warranties of the NBB Stockmans to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect with respect to NBBStockmans.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Premierwest Bancorp)

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