REPRESENTATIONS AND WARRANTIES OF BB&T. 26 4.1 Capital Structure of BB&T...................................................................... 26 4.2 Organization, Standing and Authority of BB&T................................................... 27 4.3 Authorized and Effective Agreement............................................................. 27 4.4 Organization, Standing and Authority of BB&T Subsidiaries...................................... 28 4.5 Securities Documents; Statements True.......................................................... 28 4.6
REPRESENTATIONS AND WARRANTIES OF BB&T. Each of BB&T and the BB&T Fund jointly and severally represent and warrant to and agree with Advisors and the Sterling Fund that:
REPRESENTATIONS AND WARRANTIES OF BB&T. Except (a) as disclosed in the disclosure schedule delivered by BB&T to SunTrust concurrently herewith (the “BB&T 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 BB&T Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by BB&T that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to have a Material Adverse Effect and (iii) any disclosures made with respect to a section of Article IV shall be deemed to qualify (1) any other section of Article IV specifically referenced or cross-referenced and (2) 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 BB&T Reports filed by BB&T since December 31, 2013, 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 non-specific or cautionary, predictive or forward-looking in nature), BB&T hereby represents and warrants to SunTrust as follows:
REPRESENTATIONS AND WARRANTIES OF BB&T. 23 4.1 Capital Structure of BB&T. . . . . . . . . . . . . . . . . . . 24 4.2 Organization, Standing and Authority of BB&T . . . . . . . . . 24 4.3 Authorized and Effective Agreement . . . . . . . . . . . . . . 24 4.4 Organization, Standing and Authority of BB&T Subsidiaries. . . 25 4.5
REPRESENTATIONS AND WARRANTIES OF BB&T. BB&T represents and warrants to BankFirst as follows (the representations and warranties herein of BB&T are made subject to the applicable standard set forth in Section 6.2(a), and no such representation or warranty shall be deemed to be inaccurate unless the inaccuracy would permit BankFirst to refuse to consummate the Merger under such applicable standard):
REPRESENTATIONS AND WARRANTIES OF BB&T. BB&T represents and warrants to First Virginia as follows (the representations and warranties herein of BB&T are made subject to the applicable standard set forth in Section 6.2(a), and no such representation or warranty shall be deemed to be inaccurate unless it is inaccurate to the extent that First Virginia would be entitled to refuse to consummate the Merger pursuant to Section 7.1(b)(ii) on account of such inaccuracy):
REPRESENTATIONS AND WARRANTIES OF BB&T. BB&T hereby represents and warrants to the Shareholder as follows:
REPRESENTATIONS AND WARRANTIES OF BB&T. BB&T represents and warrants to Maryland Federal as follows (no representation or warranty herein of BB&T shall be deemed to be inaccurate unless the inaccuracy would permit Maryland Federal to refuse to consummate the Merger under the applicable standard set forth in Section 6.2(a)):
REPRESENTATIONS AND WARRANTIES OF BB&T. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in a paragraph of its Disclosure Schedule corresponding to the relevant paragraph below, BB&T hereby represents and warrants to Main Street as follows:
REPRESENTATIONS AND WARRANTIES OF BB&T. 5.1 Organization and Good Standing 5.2 Authority and Action (a) Capacity (b) Authorization (c) Enforceability (d) No Violation 5.3 Title to Assets (a) General (b) 5.4 iFLX Intellectual Property (a) Ownership (b) No Infringement (c) Confidentiality of Information (d) Inventor's Assignment (e) Actions to Preserve Patents (f) Right of Transfer 5.5 Compliance with Laws 5.6 Contracts 5.7 Litigation 5.8 Tax Representations 5.9 No Consent Required 5.10 Sufficiency of Assets 5.11 Permits, Permissions and Licenses 5.12 Health and Safety 5.13 Survival of Representation and Warranties
