Representations and Warranties of Unified. Unified represents and warrants to the Fund that:
Representations and Warranties of Unified. Unified represents ------------------------------------------ and warrants to the Fund that:
Representations and Warranties of Unified. Unified represents and warrants to the Trust that:
Representations and Warranties of Unified. Concurrent with the execution of this Agreement, Unified has delivered to Blue River schedules (the "Disclosure Schedules") 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 2 or to one or more of its covenants contained in Section 4; provided, that the mere inclusion of an item in the Disclosure Schedules as an exception to a representation or warranty shall not be deemed an admission by Unified 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 on UBC (as defined below). The inclusion or disclosure in one schedule of the Disclosure Schedules shall be deemed to be included in all schedules to the Disclosure Schedules for purposes of this Agreement. For the purpose of this Agreement, and in relation to Unified and UBC, a "Material Adverse Effect on UBC" means any effect that (i) is material and adverse to the financial position, results of operations or business of UBC as it existed as of the date of this Agreement, or (ii) would materially impair the ability of Unified to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation by Unified of the Transaction and the other transactions contemplated by this Agreement; provided, however, that Material Adverse Effect on UBC 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 generally accepted accounting principles ("GAAP") or regulatory accounting requirements applicable to banks or savings associations and their holding companies generally, (c) any modifications or changes to valuation policies and practices in connection with the Transaction in each case in accordance with GAAP, (d) effects of any action taken with the prior written consent of Blue River and (e) changes in general level of interest rates or conditions or circumstances that affect the banking industry generally. No representation or warranty of Unified or UBC contained in this Section 2, except Section 2.03 which shall not be subject to a materiality standard, shall be deemed untrue, incomplete or incorrect, and Unified shall n...
Representations and Warranties of Unified. Unified hereby represents and warrants to Blue River as follows:
Representations and Warranties of Unified. Unified represents and warrants to Huntington that:
Representations and Warranties of Unified. Unified represents and warrants to the Corporation that:
Representations and Warranties of Unified. Unified represents and warrants to Dunhill that:
Representations and Warranties of Unified. Unified represents and warrants to the Fund that: (a) Unified is a corporation duly organized and existing under the laws of the State of Indiana; (b) Unified is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement, and all requisite corporate proceedings have been taken by Unified to authorize Unified to enter into and perform this Agreement; (c) Unified has, and will continue to have, access to the facilities, personnel and equipment required to fully perform its duties and obligations hereunder, and Unified has been in, and shall continue to be in, substantial compliance with all provisions of applicable securities law, including Section 17A(c) of the Securities Exchange Act of 1934, as amended, required in connection with the performance of its duties under this Agreement; (d) no legal or administrative proceedings have been instituted or threatened against Unified that would impair its ability to perform its duties and obligations under this Agreement; and (e) Unified's entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of Unified or any law or regulation applicable to Unified. Section 3.
Representations and Warranties of Unified. Unified represents and warrants to the Fund and Avalon that:
