REPRESENTATIONS AND WARRANTIES OF HRB Sample Clauses

REPRESENTATIONS AND WARRANTIES OF HRB. Except (A) as disclosed in the disclosure schedule delivered by HRB to Xenith concurrently herewith (the “HRB 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 HRB Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by HRB 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 Effect, and (iii) any disclosures made with respect to a section of this Article IV shall be deemed to qualify (a) any other section of this Article IV specifically referenced or cross-referenced and (b) other sections of this 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 HRB Reports filed by HRB since December 31, 2014, 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), HRB hereby represents and warrants to Xenith as follows:
Sample 1Sample 2
AutoNDA by SimpleDocs
REPRESENTATIONS AND WARRANTIES OF HRB. 20 4.1. Standard....................................................20 4.2. Organization................................................21 4.3. Capitalization..............................................21 4.4. Authority; No Violation.....................................22 4.5. Consents....................................................23 4.6. Financial Statements........................................23 4.7. Taxes.......................................................24 4.8. No Material Adverse Effect..................................25 4.9. Material Contracts; Leases; Defaults........................25 4.10. Ownership of Property; Insurance Coverage...................26 4.11.
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES OF HRB. HRB represents and warrants to FNFG that the statements contained in this Article IV 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 IV), subject to the standard set forth in Section 4.1 and except as set forth in the HRB DISCLOSURE SCHEDULE delivered by HRB to FNFG 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. HRB has made a good faith effort to ensure that the disclosure on each schedule of the HRB DISCLOSURE SCHEDULE corresponds to the section referenced herein. However, for purposes of the HRB DISCLOSURE SCHEDULE, 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. References to the Knowledge of HRB shall include the Knowledge of HRBT and HR Bank.
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES OF HRB. HRB represents and warrants to Shareholder that:
Sample 1Sample 2
REPRESENTATIONS AND WARRANTIES OF HRB. BANK AND BLOCK FINANCIAL 15 4.01. Organization and Authority 15 4.02. Execution and Delivery 16 4.03. Capitalization of HRB Bank 17 4.04. Compliance with Laws, Permits and Instruments 17 4.05. Financial Statements 17 4.06. Undisclosed Liabilities 18 4.07. Litigation 18 4.08. Consents and Approvals 18 4.09. Ownership of Assets 18 4.10. Absence of Certain Changes or Events 18 4.11. Contracts and Commitments 19 4.12. Taxes and Tax Returns 19 4.13. No Material Adverse Change 20 4.14. Evidences of Indebtedness 20 4.15. Regulatory Compliance 20 4.16. Books and Records 20 4.17. Financial Products and Services 21 4.18. Interest Rate Risk Management Instruments 21 4.19. Participations 21 4.20. Finder’s Fee 21 4.21. Custodial Accounts 21 4.22. Trust Accounts 21 4.23. Deposits 21 4.24. Customer Information Security 21 4.25. Prior Purchase and Assumption Agreement 21 4.26. Available Funds 22 4.27. Disclosure 22 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BOFI 22 5.01. Organization and Authority 22 5.02. Execution and Delivery 22 5.03. Compliance with Laws, Permits and Instruments 23 5.04. Consents and Approvals 23 5.05. Financial Statements 23 5.06. Undisclosed Liabilities 23 5.07. Litigation 24 5.08. Regulatory Compliance 24 5.09. Finder’s Fee 24 5.10. Association Rights 24 5.11. Nevada Branch 24 5.12. Disclosure 24 ARTICLE VI COVENANTS 24 6.01. Conduct of the Business in the Ordinary Course 24 6.02. Required Acts 24 6.03. Prohibited Acts 25 6.04. Regulatory Approvals 26 6.05. Access to Information and Properties 27 6.06. Agreements and Consents 27 6.07. Fees and Expenses 27 6.08. Employees 27 6.09. Notification 28 6.10. BINs 28 6.11. Exclusive Dealing 28 6.12. Nevada Branch Opening 28 6.13. Execution and Delivery of Program Contracts 28 6.14. Further Assurances 29 ARTICLE VII POST-CLOSING 29 7.01. Affiliate Merger 29 7.02. Filings; Power of Attorney 30 7.03. Overdrafts True-Ups 30 ARTICLE VIII CONDITIONS 30 8.01. Conditions to Obligations of HRB Bank and Block Financial 30 8.02. Conditions to Obligations of BofI 31 ARTICLE IX TERMINATION, AMENDMENT, AND WAIVER 33 9.01. Termination 33 9.02. Effect of Termination 34 ARTICLE X INDEMNIFICATION 34 10.01. HRB Bank’s Indemnity 34 10.02. BofI Indemnity 35 10.03. Indemnity Procedure 36 10.04. Limitations on Indemnity 37 10.05. Exclusive Remedy 38 ARTICLE XI TRANSITIONAL AND POST-CLOSING MATTERS 38 11.01. Notification to Customers 38 11.02. Payment of Instruments 39 11.03. Statements 39 11.04. Access to Records 39 11.05. Info...
Sample 1
REPRESENTATIONS AND WARRANTIES OF HRB. 28 Section 4.1 Organization and Related Matters of HRB 28 Section 4.2 Organization and Related Matters of Bank of Hampton Roads 28 Section 4.3 Capitalization 28 Section 4.4 Authority; No Violation 29 Section 4.5 Financial Statements, Condition and Reports 29 Section 4.6 Legal Proceedings, Etc. 31 Section 4.7 Regulatory Matters 31 Section 4.8 No Default 31 Section 4.9 Xxxxxxxx-Xxxxx 32 Section 4.10 Tax Matters 32 Section 4.11 Consents and Approvals 32 Section 4.12 Proxy Materials 32 Section 4.13 Accounting, Tax, Regulatory Matters 32 Section 4.14 Untrue Statements and Omissions 32 Section 4.15 Financial Advisors 32 Section 4.16 Absence of Certain Changes or Events 33 Section 4.17 Loan Portfolio; Reserves; Mortgage Loan Buy-Backs 33 Section 4.18 Compliance with Laws 34 Section 4.19 Fairness Opinion 34 Section 4.20 Environmental Matters 34
Sample 1

Related to REPRESENTATIONS AND WARRANTIES OF HRB

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of RPS RPS represents and warrants to the Fund that:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE TRANSITORY SUBSIDIARY.....................................................26 3.1 Organization, Qualification and Corporate Power........................26 3.2 Capitalization.........................................................26 3.3

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.01. Organization and Qualification 14 Section 4.02. Capitalization 14 Section 4.03. Subsidiaries 17 Section 4.04. Authority; Non-Contravention; Approvals 17 Section 4.05. Reports and Financial Statements 19 Section 4.06. Absence of Undisclosed Liabilities 19 Section 4.07. Absence of Certain Changes or Events 19 Section 4.08. Litigation 20 Section 4.09. Offer Documents; Proxy Statement 20 Section 4.10. No Violation of Law 20 Section 4.11. Material Contracts; Compliance With Agreements 21 Section 4.12. Taxes 22 Section 4.13. Employee Benefit Plans; ERISA 22 Section 4.14. Labor Controversies 24 Section 4.15. Environmental Matters 25 Section 4.16. Intellectual Property 25 Section 4.17. Opinion of Financial Advisor 27 Section 4.18. Brokers and Finders 27 Section 4.19. Insurance 27 Section 4.20. Takeover Statutes 27 Section 4.21. Receivables and Customers 27 ARTICLE V COVENANTS Section 5.01. Conduct of Business Pending the Merger 27 Section 5.02. Restrictions on Parent and the Company 29 Section 5.03. No Solicitation 30 Section 5.04. Access to Information; Confidentiality 31 Section 5.05. Merger Sub 32 Section 5.06. Employee Benefits 32 Section 5.07. Proxy Statement 33 Section 5.08. Company Meeting 34 Section 5.09. Public Announcements 34 Section 5.10. Expenses and Fees 34 Section 5.11. Agreement to Cooperate 35 Section 5.12. Directors' and Officers' Indemnification 35 Section 5.13. Section 16 Matters 37 Section 5.14. Further Assurances 37 Section 5.15. Notices of Certain Events 37 Section 5.16. CVR Trust; CVR Agreement 38 ARTICLE VI CONDITIONS TO THE MERGER Section 6.01. Conditions to the Obligations to Consummate the Merger 39 ARTICLE VII TERMINATION Section 7.01. Termination 39 ARTICLE VIII MISCELLANEOUS Section 8.01. Effect of Termination 41 Section 8.02. Non-Survival of Representations and Warranties 42 Section 8.03. Notices 42 Section 8.04. Interpretation 43 Section 8.05. Miscellaneous 43 Section 8.06. Counterparts 43 Section 8.07. Amendments; Extensions 43 Section 8.08. Entire Agreement 44 Section 8.09. Severability 44 Section 8.10. Specific Performance; Limitation on Damages 44 Section 8.11. No Admission 45 Section 8.12. Jurisdiction 45 Section 8.13. WAIVER OF JURY TRIAL 45 Section 8.14. Termination of June 29 Merger Agreement and Original Offer 45 ii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").

  • Representations and Warranties of Parties Each of the parties to this Agreement hereby represents and warrants to each of the other parties of this Agreement, each of which is deemed to be a separate representation and warranty, as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.