REPRESENTATIONS AND WARRANTIES OF BLUE RIVER. Blue River represents and warrants to Shelby County and SCSB as follows as of the date hereof and at all times that this Agreement shall be in effect:
REPRESENTATIONS AND WARRANTIES OF BLUE RIVER. Concurrent with the execution of this Agreement, Blue River has delivered to Unified schedules (the "Disclosure Schedules of Blue River") setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Section 3 or to one or more of its covenants contained in Section 5; provided, that the mere inclusion of any item in the Disclosure Schedules of Blue River as an exception to a representation or warranty shall not be deemed an admission by Blue River that such item represents a material exception of fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on Blue River (as defined below). The inclusion or disclosure in one schedule of the Disclosure Schedules of Blue River shall be deemed to be included in all schedules to the Disclosure Schedules of Blue River for purposes of this Agreement. For the purpose of this Agreement, and in relation to Blue River, a "Material Adverse Effect on Blue River" means any effect that (i) is material and adverse to the financial position, results of operations or business of Blue River, or (ii) would materially impair the ability of Blue River to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation by Blue River of the Transaction and the other transactions contemplated by this Agreement; provided, however, that Material Adverse Effect on Blue River shall not be deemed to include the impact of (a) changes in banking and similar laws of general applicability or interpretations thereof by courts or governmental authorities, (b) changes in GAAP or regulatory accounting requirements applicable to banks and their holding companies generally, (c) any modifications or changes to valuation policies and practices in connection with the Transaction, in accordance with GAAP, and (d) changes in general level of interest rate or conditions or circumstances that affect the banking industry generally. No representation or warranty of Blue River contained in this Section 3, shall be deemed untrue or incorrect, and Blue River shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance or event, individually or taken together wit...
REPRESENTATIONS AND WARRANTIES OF BLUE RIVER. Blue River hereby represents and warrants to Heartland as follows:
REPRESENTATIONS AND WARRANTIES OF BLUE RIVER. Blue River hereby represents and warrants to Shelby County as follows:
REPRESENTATIONS AND WARRANTIES OF BLUE RIVER. Corporate Power;
REPRESENTATIONS AND WARRANTIES OF BLUE RIVER. Blue River hereby makes the following representations and warranties:
REPRESENTATIONS AND WARRANTIES OF BLUE RIVER. Blue River hereby represents and warrants to the Purchasers and the Second Purchasers as follows:
REPRESENTATIONS AND WARRANTIES OF BLUE RIVER
