REPRESENTATIONS AND WARRANTIES OF LANDMARK. Landmark represents and warrants as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF LANDMARK. Except as specifically set forth in the disclosure schedule of Landmark attached hereto (the “Landmark Disclosure Schedule”), Landmark represents and warrants to Parent and Merger Subsidiary as follows:
REPRESENTATIONS AND WARRANTIES OF LANDMARK. 15 Section 4.1. Organization and Authority of Landmark....................................15 Section 4.2. Capitalization............................................................16 Section 4.3. Authority Relative to this Agreement; Recommendation......................16 Section 4.4. Consents and Approvals; No Violations.....................................16 Section 4.5. Title to and Condition of Assets..........................................17 Section 4.6. Absence of Certain Events.................................................17 Section 4.7. Subsidiaries..............................................................18 Section 4.8. Financial Statements......................................................18 Section 4.9. Litigation................................................................18 Section 4.10.
REPRESENTATIONS AND WARRANTIES OF LANDMARK. Landmark hereby represents and warrants to the Bank and First Capital that the following are true and correct as of the Agreement Date, and will be true and correct as of the Effective Time:
REPRESENTATIONS AND WARRANTIES OF LANDMARK. Section 4.1. Organization and Authority of Landmark. * Section 4.2. Capitalization. * Section 4.3. Authority Relative to this Agreement; Recommendation. *
REPRESENTATIONS AND WARRANTIES OF LANDMARK. Landmark represents and warrants to PRLP, as of the Effective Date and as of the Closing Date (unless otherwise expressly provided), that except as set forth in the Disclosure Schedules:
REPRESENTATIONS AND WARRANTIES OF LANDMARK. 7 2.1. Organization and Capital Stock........................................7 2.2. Authorization; No Defaults............................................8 2.3. Subsidiaries..........................................................8 2.4. Financial Information.................................................9 2.5. Absence of Changes....................................................9
REPRESENTATIONS AND WARRANTIES OF LANDMARK. Subject to Section 1.11 hereof and except as disclosed in a Section of the Disclosure Schedule corresponding to the relevant Section in this Article Two, Landmark hereby makes the following representations and warranties:
REPRESENTATIONS AND WARRANTIES OF LANDMARK. Landmark hereby represents and warrants to the Bank and Wellsville that the following are true and correct as of the Agreement Date, and will be true and correct as of the Effective Time:
REPRESENTATIONS AND WARRANTIES OF LANDMARK. In connection with the transactions contemplated hereby, Landmark hereby covenants, represents and warrants to the Society and to the other Member as follows:
