REPRESENTATIONS AND WARRANTIES OF BANNER. Except (a) as disclosed in the disclosure schedule delivered by Banner to Home concurrently herewith (the “Banner Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Banner Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Banner that such item represents an exception or fact, event or circumstance that is, or is reasonably likely to result in, a Material Adverse Effect, and (iii) any disclosures made with respect to a section of Article IV shall be deemed to qualify (A) any other section of Article IV specifically referenced or cross-referenced and (B) other sections of Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed in any Banner Reports (as defined in Section 4.12) filed with or furnished to the SEC by Banner since December 31, 2010 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly nonspecific or cautionary, predictive or forward-looking in nature), Banner hereby represents and warrants to Home that the representations and warranties contained in this Article IV are true and correct as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, in each case in accordance with the Article IV Standard or as otherwise provided in this paragraph. No representation or warranty of Banner contained in this Article IV shall be deemed to be untrue or incorrect, and Banner 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 fact, circumstance or event, individually or taken together with all other facts, circumstances or events has had or is reasonably expected to have a Material Adverse Effect on Banner, without giving effect to any qualification as to materiality or Material Adverse Effect set forth ...
REPRESENTATIONS AND WARRANTIES OF BANNER. 4.1 Corporate Organization 28 4.2 Capitalization 29 4.3 Authority; No Violation 30 4.4 Consents and Approvals 30 4.5 Reports 30 4.6 Financial Statements 31 4.7 Broker’s Fees 32 4.8 Absence of Certain Changes or Events 32 4.9 Legal Proceedings 33 4.10 Taxes and Tax Returns 33 4.11 Employees 34 4.12 SEC Reports 36 4.13 Compliance with Applicable Law 36 4.14 Agreements with Regulatory Agencies 37 4.15 Risk Management Instruments 37 4.16 Environmental Matters 37 4.17 Investment Securities and Commodities 38 4.18 Real Property 38 4.19 Intellectual Property 38 4.20 Related Party Transactions 38 4.21 Reorganization 39 4.22 Banner Information 39 4.23 Loan Portfolio 39 4.24 Insurance 40 4.25 Ownership of Home Common Stock 40 4.26 No Other Representations or Warranties 40
REPRESENTATIONS AND WARRANTIES OF BANNER. Banner hereby represents and warrants to Xxxxxxxxx and MTA that:
REPRESENTATIONS AND WARRANTIES OF BANNER. Banner represents and warrants to Aero and RHI that:
REPRESENTATIONS AND WARRANTIES OF BANNER. 5.1 Organization, Good Standing, Power, Etc.......................... 5.2 Articles of Incorporation and By-Laws............................ 5.3 Subsidiaries, Divisions and Affiliates........................... 5.4
REPRESENTATIONS AND WARRANTIES OF BANNER. Banner hereby represents and warrants to THI as follows, each of which representation and warranty shall be true as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF BANNER. 4.1 Corporate Organization 24 4.2 Capitalization 25 4.3 Authority; No Violation 26 4.4 Consents and Approvals 27 4.5 Reports 27 4.6 Financial Statements, Accounting and Internal Controls 27 4.7 Broker’s Fees 28 4.8 Absence of Certain Changes or Events 29 4.9 Legal Proceedings 29 4.10 Taxes and Tax Returns 29 4.11 Employees 30 4.12 SEC Reports 32 4.13 Compliance with Applicable Law 32 4.14 Agreements with Regulatory Agencies 33 4.15 Risk Management Instruments 33 4.16 Environmental Matters 34 4.17 Investment Securities and Commodities 34 4.18 Real Property 34 4.19 Intellectual Property 34 4.20 Reorganization 35 4.21 Opinion of Financial Advisor 35 4.22 Banner Information 35 4.23 Loans 35 4.24 Insurance 36 4.25 Ownership of Siuslaw Common Stock 36 4.26 Representations Not Misleading 36
REPRESENTATIONS AND WARRANTIES OF BANNER. Banner represents and warrants to Parent and Merger Sub that all of the statements contained in this Article IV are true as of the Execution Date and as of the Closing Date of this Agreement (or, if made as of a specified date, as of such date) except, in each case, as (a) set forth in the Banner Disclosure Schedules attached to this Agreement (the “Banner Disclosure Schedules”); or (b) as otherwise provided in this Agreement. For purposes of the representations and warranties of Banner contained in this Article IV, disclosure in any section of the Banner Disclosure Schedules of any facts or circumstances shall be deemed to be an adequate response and disclosure of such facts or circumstances with respect to all representations or warranties by Banner calling for disclosure of such information, whether or not such disclosure is specifically associated with or purports to respond to one or more or all of such representations or warranties, if it is reasonably apparent on the face of the Banner Disclosure Schedules that such disclosure is applicable. The inclusion of any information in any section of the Banner Disclosure Schedules by Banner shall not be deemed to be an admission or evidence of materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.
