Representations and Warranties of CBI. CBI represents and warrants that:
Representations and Warranties of CBI. Except as set forth in the disclosure schedule of CBI delivered to Bancorp concurrently herewith (the "CBI Disclosure Schedule"), CBI hereby represents and warrants to Bancorp as follows:
Representations and Warranties of CBI. CBI hereby represents and warrants to GE as follows: CBI has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by CBI and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CBI. This Agreement has been duly executed and delivered by CBI and, assuming due authorization, execution and delivery by GE, constitutes a legal, valid and binding obligation of CBI, enforceable against CBI in accordance with its terms. The execution and delivery by CBI of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien on any properties or assets of CBI under, (i) any provision of the Amended Articles of Incorporation or Amended Regulations of CBI, (ii) any Contract to which CBI is a party or by which any of its properties or assets are bound or (iii) subject to the filings and other matters referred to in the last sentence of this Section 2, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to CBI or any of its properties or assets, except in the case of each of clauses (ii) and (iii), as is not materially likely to (x) have a Material Adverse Effect on CBI, (y) impair the ability of CBI to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to CBI in connection with the execution and delivery of this Agreement by CBI or the consummation by CBI of the transactions contemplated hereby except for (1) such filings under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (2) such filings under the HSR Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) those which are not materially likely to (x) have a Material Adverse Ef...
Representations and Warranties of CBI. Except as disclosed in the disclosure schedule delivered by CBI to FNB (the “CBI Disclosure Schedule”), CBI hereby represents and warrants to FNB as follows:
Representations and Warranties of CBI. As an inducement to Fund VIII to enter into this Agreement and to consummate the transactions contemplated hereby, CB&I represents and warrants to Fund VIII as follows:
Representations and Warranties of CBI. 3.1 Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . 5 3.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.3
Representations and Warranties of CBI. As of the date hereof and as of the Closing, CBI represents and warrants to Principal and TWO as follows:
Representations and Warranties of CBI. As an inducement to WEDGE to enter into this Agreement and to consummate the transactions contemplated hereby, CB&I represents and warrants to WEDGE as follows:
Representations and Warranties of CBI. CBI represents and warrants to IBI and agrees as follows:
Representations and Warranties of CBI. Except as disclosed in the disclosure schedules delivered by CBI to FFIN prior to the execution hereof (the “CBI Confidential Schedules”); provided, that (a) 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, (b) the mere inclusion of an item in the CBI Confidential Schedule as an exception to a representation or warranty shall not be deemed an admission by CBI that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Change, and (c) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this Article III 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, CBI hereby represents and warrants to FFIN as follows:
