REPRESENTATIONS AND WARRANTIES OF BANCSHARES. Bancshares hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF BANCSHARES. Bancshares represents and warrants to Purchaser that each of the following statements in this Article IV is true and correct on the date hereof and will be true and correct at Closing. As expressly set forth below in this Article IV, certain representations and warranties are qualified by disclosures set forth in the Bancshares Disclosure Schedule.
REPRESENTATIONS AND WARRANTIES OF BANCSHARES. No representation or warranty of Bancshares contained in this Section 4 shall be deemed untrue or incorrect, and Bancshares shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such act, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Section 4, has had or is reasonably expected to have a Material Adverse Effect; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 4.2, 4.4, 4.9, 4.10(a), (b) and (c), 4.15 and 4.16, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects. Except as set forth in its Disclosure Schedule delivered to Horizon (the “Bancshares Disclosure Schedule”), simultaneously with the execution hereof, Bancshares hereby represents and warrants to Horizon as of the date hereof and up to and including the Closing Date as follows (all representations and warranties by Bancshares include its subsidiaries):
REPRESENTATIONS AND WARRANTIES OF BANCSHARES. References to "Bancshares Disclosure Memorandum" shall mean the disclosure -------------------------------- memorandum referred to in this Article II and Article IV hereof, which has been delivered by Bancshares to Acquiror on or prior to the date hereof. Bancshares hereby represents and warrant to Acquiror as follows as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF BANCSHARES. Bancshares hereby -------------------------------------------- represents and warrants to BancTrust as follows:
REPRESENTATIONS AND WARRANTIES OF BANCSHARES. No representation or warranty is made by any director, officer or employee of Bancshares, or any Bancshares Subsidiary, as an individual. Bancshares, for itself and on behalf of each Bancshares Subsidiary, represents and warrants to First Commercial the following, each of which representations and warranties shall be continuing and shall (except as otherwise stated herein) be true as of the date of this Agreement and on the Closing Date:
REPRESENTATIONS AND WARRANTIES OF BANCSHARES. Bancshares hereby makes the representations and warranties set forth in this Article IV to Baytown.
REPRESENTATIONS AND WARRANTIES OF BANCSHARES. Except as otherwise specifically described herein or as Previously Disclosed by BancShares to First Savings, BancShares hereby makes the following representations and warranties to First Savings.
REPRESENTATIONS AND WARRANTIES OF BANCSHARES. Bancshares, knowing and intending that L&W is relying on such representations and warranties in entering into this Agreement, hereby represents and warrants to L&W as follows:
REPRESENTATIONS AND WARRANTIES OF BANCSHARES. 19 Section 3.1. Organization.............................................19 Section 3.2. Approvals; Authority.....................................20 Section 3.3. No Conflict With Other Instruments.......................20 Section 3.4. Litigation and Other Proceedings.........................20 Section 3.5. Ability to Pay Merger Consideration......................21 Section 3.6. Regulatory Approvals.....................................21 Section 3.7. Year 2000 Compliance.....................................21 Section 3.8. Community Reinvestment Act...............................21
