Survival and Independence of Representations and Warranties. The representations and warranties of Kaisxx-Xxxxxxx xxxe in this Agreement shall survive each issuance Date notwithstanding any investigation or knowledge of Middle Bay. Each of the representations and warranties of Kaisxx-Xxxxxxx xxx forth in this Agreement is a separate and independent representation and warranty, shall be cumulative of and in addition to all other warranties and representations, and shall not limit any other representation or warranty made herein.
Survival and Independence of Representations and Warranties. The representations and warranties of VCB and Bank made in this Merger Agreement shall survive the Closing, except with respect to a claim of a breach of any such representations and warranties where the events and circumstances of such breach were clear from materials actually provided to or obtained by BOKF or Merger Corp prior to Closing; provided BOKF shall give notice to the Shareholders Representative (as hereafter defined) of any claim of a breach of any such representations and warranties on or before the first anniversary of the Closing Date (the "Claim Notice Deadline"). Absent actual fraud, claims not asserted by BOKF prior to the Claim Notice Deadline shall be deemed barred. Each of the representations and warranties of VCB and Bank set forth in this Merger Agreement is a separate and independent representation and warranty, shall be cumulative of and in addition to all other warranties and representations, and shall not limit or be interpreted to be in derogation of any other representation or warranty made herein. Any disclosure made on any Exhibit hereto shall be applicable to the entire Agreement and not just one representation or warranty.
Survival and Independence of Representations and Warranties. The representations and warranties of WBI and Bank made in this Merger Agreement shall survive the Closing notwithstanding any investigation or knowledge of BOKF or Merger Corp; provided BOKF shall give notice to the Agent (as herein after defined) of any claim of a breach of any such representations and warranties on or before the eighteen month anniversary of the Closing Date (the "Claim Notice Deadline"). Absent actual fraud, claims not asserted by BOKF prior to the Claim Notice Deadline shall be deemed barred. Each of the representations and warranties of WBI and Bank set forth in this Merger Agreement is a separate and independent representation and warranty, shall be cumulative of and in addition to all other warranties and representations, and shall not limit or be interpreted to be in derogation of any other representation or warranty made herein. Any disclosure made on any Schedule hereto shall be applicable to the entire Agreement and not just one representation or warranty.
Survival and Independence of Representations and Warranties. The representations and warranties of Mid-Cities and Mid-Cities Bank made in this Merger Agreement shall survive the Closing hereof notwithstanding any investigation or knowledge of BOKF or Park Cities; provided BOKF shall give notice to Agent (as hereafter defined) of any claim of a breach of any such representations and warranties on or before March 31, 2000 (the "Claim Notice Deadline"); and, provided further, the sole remedy for a breach of such representations and warranties shall be a claim against the Escrow Amount. Each of the representations and warranties of Mid-Cities and Mid-Cities Bank set forth in this Merger Agreement is a separate and independent representation and warranty, shall be cumulative of and in addition to all other warranties and representations, and shall not limit or be interpreted to be in derogation of any other representation or warranty made herein. Any disclosure made on any Exhibit hereto shall be applicable to the entire Agreement and not just one representation or warranty.
Survival and Independence of Representations and Warranties. The representations and warranties of BOKF and Park Cities made in this Merger Agreement shall not survive the Closing hereof; provided, however, the indemnification obligations of Section 5.6 hereof shall survive the Closing indefinitely. Each of the representations and warranties of BOKF and Park Cities set forth in this Merger Agreement is a separate and independent representation and warranty, shall be cumulative of and in addition to all other warranties and representations; and shall not limit any other representation or warranty made herein.
Survival and Independence of Representations and Warranties. Each of the representations and warranties set forth in this Merger Agreement (i) shall survive the Closing as hereinafter provided in Article 12 notwithstanding any knowledge or information of BOKF (whether such knowledge or information is acquired in the exercise of a due diligence review or otherwise), (ii) shall not merge with the delivery of any document delivered in connection with the consummation of the transactions contemplated by this Merger Agreement, (iii) shall be deemed material and relied upon by BOKF, (iv) shall be deemed a separate and independent representation and warranty, (v) shall be cumulative and in addition to all other representations and warranties made pursuant to this Agreement, and (vi) shall not limit or be interpreted to be in derogation of any other representation or warranty made pursuant to this Agreement. No waiver of a representation or warranty as a condition precedent shall be deemed a waiver for any other purpose (including, without limitation, the purposes of Section 12.01)
Survival and Independence of Representations and Warranties. The representations and warranties of First Muskogee and First Muskogee Bank made in this Merger Agreement shall survive the Closing hereof notwithstanding any investigation or knowledge of BOKF; provided BOKF or Mergercorp shall give notice to Agent (as hereafter defined) of any claim of a breach of any such representations and warranties on or before the earlier of one year following the Closing or the first audit of financial statements containing the combined operations of BOKF and First Muskogee by BOKF's independent auditors, at which any such breach would reasonably be expected to be encountered in the audit process (the "Claim Notice Deadline"). Each of the representations and warranties of First Muskogee and First Muskogee Bank set forth in this Merger Agreement is a separate and independent representation and warranty, shall be cumulative of and in addition to all other warranties and representations, and shall not limit or be interpreted to be in derogation of any other representation or warranty made herein.
Survival and Independence of Representations and Warranties. The representations and warranties of BOKF and Mergercorp made in this Merger Agreement shall survive the Closing hereof notwithstanding any investigation or knowledge of the Principal Shareholders; provided Holders shall give notice to BOKF on or before the Claim Notice Deadline of any claim of a breach of any such representations and warranties. Each of the representations and warranties of BOKF and Mergercorp set forth in this Merger Agreement is a separate and independent representation and warranty, shall be cumulative of and in addition to all other warranties and representations; and shall not limit any other representation or warranty made herein.
Survival and Independence of Representations and Warranties. The representations and warranties of BOKF and Merger Corp made in this Merger Agreement shall not survive the Closing hereof; provided, however, the indemnification obligations of Section 5.6 hereof shall survive the Closing indefinitely. Each of the representations and warranties of BOKF and Merger Corp set forth in this Merger Agreement is a separate and independent representation and warranty, shall be cumulative of and in addition to all other warranties and representations; and shall not limit any other representation or warranty made herein.
Survival and Independence of Representations and Warranties. The representations and warranties of BOKF and Merger Corp made in this Merger Agreement shall survive until the first anniversary of the Closing hereof; provided, however, the indemnification obligations of Section 5.9 hereof shall survive the Closing indefinitely. Each of the representations and warranties of BOKF and Merger Corp set forth in this Merger Agreement is a separate and independent representation and warranty, shall be cumulative of and in addition to all other warranties and representations; and shall not be interpreted to be in derogation of any other representation or warranty or limit any other representation or warranty made herein.
