REPRESENTATIONS AND WARRANTIES OF BCB. BCB represents and warrants to, and agrees with, the several Underwriters that:
REPRESENTATIONS AND WARRANTIES OF BCB. BCB hereby represents and ------------------------------------- warrants to Heritage that BCB has full corporate power and authority to execute, deliver and perform this Stock Option Agreement and all corporate action necessary for execution, delivery and performance of this Stock Option Agreement has been duly taken by BCB. This Stock Option Agreement constitutes a legal, valid and binding obligation of BCB, enforceable against BCB in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles).
REPRESENTATIONS AND WARRANTIES OF BCB. BCB hereby represents and ------------------------------------- warrants to Heritage as follows:
REPRESENTATIONS AND WARRANTIES OF BCB. No representation or warranty of BCB contained in this Article IV shall be deemed untrue or incorrect, and BCB 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 inconsistent with any paragraph of Article III, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Section 4.1(a) and Sections 4.1(c), 4.2, 4.3 and 4.11(other than the last sentence of Section 4.1(a)), which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained. Subject to the foregoing paragraph of Article IV and the first paragraph under Article III, BCB hereby represents and warrants to Pamrapo as follows:
REPRESENTATIONS AND WARRANTIES OF BCB. BCB hereby represents and warrants to Heritage that, except as set forth in the BCB Disclosure Schedule delivered by BCB to Heritage on or prior to the ----------------------- date hereof:
REPRESENTATIONS AND WARRANTIES OF BCB. Except as Previously Disclosed, BCB hereby represents and warrants to IAB as follows:
REPRESENTATIONS AND WARRANTIES OF BCB. Section 3.01 Organization.................................. 27 Section 3.02 Capitalization................................ 28 Section 3.03 Authority; No Violation....................... 29 Section 3.04 Consents...................................... 30
REPRESENTATIONS AND WARRANTIES OF BCB. Section 3.01 Organization.............................................. 27 ------------
REPRESENTATIONS AND WARRANTIES OF BCB. BCB represents and warrants to Allegiance Bank that the statements contained in this Article V are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article V), subject to the standard set forth in Section 5.1, and except as set forth in the BCB DISCLOSURE SCHEDULE delivered by BCB to Allegiance Bank on the date hereof, and except as to any representation or warranty which specifically relates to an earlier date, which only need be so correct as of such earlier date. BCB has made a good faith effort to ensure that the disclosure on each schedule of the BCB DISCLOSURE SCHEDULE corresponds to the section referenced herein. However, for purposes of the BCB DISCLOSURE SCHEDULE: (i) any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all schedules under which such item may be relevant as and to the extent that it is reasonably clear on the face of such schedule that such item applies to such other schedule; and (ii) the mere inclusion of any item in the BCB DISCLOSURE SCHEDULES as an exception to a representation or warranty shall not be deemed an admission by BCB that such item represents a material exception or fact, event or circumstance. References to the Knowledge of BCB shall include the Knowledge of BCB Bank.
REPRESENTATIONS AND WARRANTIES OF BCB. Except as disclosed in writing in the correspondingly enumerated section or subsection of BCB Disclosure Memorandum, BCB hereby represents and warrants to FBMS as follows:
