REPRESENTATIONS AND WARRANTIES OF CASCADE. 4.1 Corporate Organization 32 4.2 Capitalization 32 4.3 Authority; No Violation 33 4.4 Consents and Approvals 34 4.5 Reports 35 4.6 Financial Statements 35 4.7 Broker’s Fees 37 4.8 Absence of Certain Changes or Events 37 4.9 Legal Proceedings 37 4.10 Taxes and Tax Returns 37 4.11 Employees 38 4.12 SEC Reports 40 4.13 Compliance with Applicable Law 41 4.14 Agreements with Regulatory Agencies 42 4.15 Risk Management Instruments 42 4.16 Environmental Matters 42 4.17 Investment Securities and Commodities 43 4.18 Real Property 43 4.19 Intellectual Property 43 4.20 Related Party Transactions 44 4.21 Reorganization 44 4.22 Cascade Information 44 4.23 Loan Portfolio 44 4.24 Insurance 45 4.25 Ownership of Home Common Stock 45 4.26 No Other Representations or Warranties 46
REPRESENTATIONS AND WARRANTIES OF CASCADE. Except (a) as disclosed in the disclosure schedule delivered by Cascade to Home concurrently herewith (the “Cascade Disclosure Schedule”), provided, that (i) no item is required to be set forth in the Cascade Disclosure Schedule 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 Cascade Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Cascade that such item represents an exception or fact, event or circumstance that is, or is reasonably likely to result in, a Material Adverse Effect on Cascade, and (iii) any disclosures made in the Cascade Disclosure Schedule 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 in the Cascade Disclosure Schedule 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 Cascade Reports (as defined in Section 4.12) filed with or furnished to the SEC by Cascade 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), Cascade 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 Cascade contained in this Article IV shall be deemed to be untrue or incorrect, and Cascade 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 Adve...
REPRESENTATIONS AND WARRANTIES OF CASCADE. Cascade represents and warrants to Ascend as follows: (a)
REPRESENTATIONS AND WARRANTIES OF CASCADE. Except as set forth on the disclosure schedule delivered by Cascade to F&M (the "Cascade Disclosure Schedule"), Cascade represents and warrants to F&M and the Bolger Shareholder that the following statements are true and correct ax xx xhe date of this Agreement:
REPRESENTATIONS AND WARRANTIES OF CASCADE. 4 Section 3.1 Organization, Standing and Corporate Power................4 Section 3.2 Subsidiaries..............................................4 Section 3.3 Capital Structure.........................................5 Section 3.4 Authority.................................................6 Section 3.5 Noncontravention..........................................6
REPRESENTATIONS AND WARRANTIES OF CASCADE. Cascade hereby represents and warrants to the Parent and Acquisition Co. as follows:
REPRESENTATIONS AND WARRANTIES OF CASCADE. Cascade hereby represents and warrants to Couphar the matters set out below.
REPRESENTATIONS AND WARRANTIES OF CASCADE. 8.1 Cascade represents and warrants that:
