Common use of Representations Not Misleading Clause in Contracts

Representations Not Misleading. To the knowledge of BVB, all material facts relating to the business operations, Properties, assets, liabilities (contingent or otherwise) and financial condition of BVB and the BVB Subsidiaries has been disclosed to Interchange in or in connection with this Agreement. No representation or warranty by BVB contained in this Agreement, nor any written statement, exhibit or schedule furnished to Interchange by BVB under and pursuant to, or in anticipation of this Agreement, contains or will contain on the Closing Date any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which it was or will be made, not misleading and such representations and warranties would continue to be true and correct following disclosure to any governmental authority having jurisdiction over BVB, the BVB Subsidiaries or their respective Properties of the facts and circumstances upon which they were based. Except as disclosed herein, there is no matter that will have a Material Adverse Effect on BVB or BVB's ability to perform the transactions contemplated by this Agreement or the other agreements contemplated hereby, or to the knowledge of BVB, will in the future result in a Material Adverse Change. No information material to the Merger, and that is necessary to make the representations and warranties herein contained not misleading, has been withheld by BVB.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Interchange Financial Services Corp /Nj/), Agreement and Plan of Merger (Bridge View Bancorp)

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Representations Not Misleading. To the best knowledge of BVB------------------------------ ASBI, all material facts relating to the business operations, Propertiesproperties, assets, liabilities (contingent or otherwise) and financial condition of BVB and the BVB Subsidiaries has ASBI Companies have been disclosed to Interchange SWS in or in connection with this Agreement. No representation or warranty by BVB ASBI contained in this Agreement, nor any written statement, exhibit or schedule furnished to Interchange SWS by BVB ASBI under and pursuant to, or in anticipation of this Agreement, contains or will contain on the Closing Date any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which it was or will be made, not misleading and such representations and warranties would continue to be true and correct following disclosure to any governmental authority having jurisdiction over BVB, the BVB Subsidiaries ASBI or their respective Properties its properties of the facts and circumstances upon which they were based. Except as disclosed herein, there is no matter that will have a Material Adverse Effect on BVB the ASBI Companies or BVBASBI's ability to perform the transactions contemplated by this Agreement or the other agreements contemplated hereby, or to the knowledge of BVBASBI, will in the future result in a Material Adverse Change, other than general economic conditions. No information material to the Merger, and that is necessary to make the representations and warranties herein contained not misleading, has been withheld by BVBASBI.

Appears in 1 contract

Samples: Agreement and Plan (Southwest Securities Group Inc)

Representations Not Misleading. To the best knowledge of BVBHeritage BHC, all material facts relating to the business operations, Properties, assets, liabilities (contingent or otherwise) and financial condition of BVB Heritage BHC and the BVB Heritage BHC Subsidiaries has been disclosed to Interchange State National BHC in or in connection with this Agreement. No representation or warranty by BVB Heritage BHC contained in this Agreement, nor any written statement, exhibit or schedule furnished to Interchange State National BHC by BVB Heritage BHC under and pursuant to, or in anticipation of this Agreement, contains or will contain on the Closing Date any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which it was or will be made, not misleading and such representations and warranties would continue to be true and correct following disclosure to any governmental authority having jurisdiction over BVBHeritage BHC, the BVB Heritage BHC Subsidiaries or their respective Properties of the facts and circumstances upon which they were based. Except as disclosed herein, there is no matter that will have has, or is reasonably likely to have, a Material Adverse Effect on BVB Heritage BHC or BVBHeritage BHC's ability to perform the transactions contemplated by this Agreement or the other agreements contemplated hereby, or to the best knowledge of BVBHeritage BHC, will in the future has resulted in, or is reasonably likely to result in in, a Material Adverse Change. No information material to the Merger, and that is necessary to make the representations and warranties herein contained not misleading, has been withheld by BVBHeritage BHC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (State National Bancshares, Inc.)

Representations Not Misleading. To the best knowledge of BVBMercantile Bank, all material facts relating to the business operations, Propertiesproperties, assets, liabilities (contingent or otherwise) and financial condition of BVB and the BVB Subsidiaries has Mercantile Bank have been disclosed to Interchange State National BHC in or in connection with this Agreement. No representation or warranty by BVB Mercantile Bank contained in this Agreement, nor any written statement, exhibit or schedule furnished to Interchange State National BHC by BVB Mercantile Bank under and pursuant to, or in anticipation of this Agreement, contains or will contain on the Closing Date any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which it was or will be made, not misleading and such representations and warranties would continue to be true and correct following disclosure to any governmental authority having jurisdiction over BVB, the BVB Subsidiaries Mercantile Bank or their respective Properties its properties of the facts and circumstances upon which they were based. Except as disclosed herein, there is no matter that will have a Material Adverse Effect on BVB materially adversely affects Mercantile Bank or BVB's its ability to perform the transactions contemplated by this Agreement or the other agreements contemplated hereby, or to the knowledge of BVBMercantile Bank, will in the future result in a Material Adverse Change. No information material to the Merger, and that is necessary to make the representations and warranties herein contained not misleading, has been withheld by BVBMercantile Bank. ARTICLE IV.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (State National Bancshares, Inc.)

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Representations Not Misleading. To the knowledge of BVBSBB's knowledge, all material facts relating to the business operations, Propertiesproperties, assets, liabilities (contingent or otherwise) and financial condition of BVB SBB and the BVB SBB Subsidiaries has have been disclosed to Interchange Pacific in or in connection with this Agreement. No representation or warranty by BVB SBB contained in this Agreement, nor any written statement, exhibit or schedule furnished to Interchange Pacific by BVB SBB under and pursuant to, or in anticipation of or in connection with, this Agreement, contains or will contain on the Closing Date any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which it was or will be made, not misleading and such representations and warranties would continue to be true and correct following disclosure to any governmental authority having jurisdiction over BVB, the BVB Subsidiaries SBB or their respective Properties its properties of the facts and circumstances upon which they were based. Except as disclosed herein, there is no matter that will have a Material Adverse Effect on BVB materially adversely affects SBB or BVBSBB's ability to perform the transactions contemplated by this Agreement or the other agreements contemplated hereby, or to the knowledge of BVBSBB, will in the future result in a Material Adverse ChangeChange with respect to SBB, other than general economic conditions. No information material to the Merger, Merger and that is necessary to make the representations and warranties herein contained not misleading, has been withheld by BVBSBB.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pacific Capital Bancorp)

Representations Not Misleading. To the best knowledge of BVBANBFC, ANBFC Delaware, and the Bank, all material facts relating to the business operations, Propertiesproperties, assets, liabilities (contingent or otherwise) and financial condition of BVB ANBFC, ANBFC Delaware, and the BVB Subsidiaries has Bank have been disclosed to Interchange Summit BHC in or in connection with this Agreement. No representation or warranty by BVB ANBFC contained in this Agreement, nor any written statement, exhibit or schedule furnished to Interchange Summit BHC by BVB ANBFC under and pursuant to, or in anticipation of this Agreement, contains or will contain on the Closing Date any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which it was or will be made, not misleading and such representations and warranties would continue to be true and correct following disclosure to any governmental authority having jurisdiction over BVB, the BVB Subsidiaries ANBFC or their respective Properties its properties of the facts and circumstances upon which they were based. Except as disclosed herein, there is no matter that will have a Material Adverse Effect on BVB materially adversely affects ANBFC, ANBFC Delaware, or BVB's the Bank or ANBFC’s, ANBFC Delaware’s, or the Bank’s ability to perform the transactions contemplated by this Agreement or the other agreements contemplated hereby, or to the knowledge of BVBANBFC, will in the future result in a Material Adverse Change. No information material to the Merger, and that is necessary to make the representations and warranties herein contained not misleading, has been withheld by BVBANBFC.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Summit Bancshares Inc /Tx/)

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