REPRESENTATIONS AND WARRANTIES OF HERITAGE. As a material inducement to Member to enter into this Agreement, Heritage represents and warrants to Member as follows:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage hereby represents and warrants to Acquiror as follows:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage hereby ------------------------------------------ represents and warrants to BCB that Heritage has full corporate power and authority to execute, deliver and perform this Stock Option Agreement and all corporate action necessary for execution, delivery and performance of this Stock Option Agreement has been duly taken by Heritage. This Stock Option Agreement constitutes a legal, valid and binding obligation of Heritage, enforceable against Heritage in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles).
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Except (i) as disclosed in the disclosure schedule delivered by Heritage to Premier Commercial concurrently herewith (the "Heritage Disclosure Schedule"); provided, that (a) 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, (b) the mere inclusion of an item in the Heritage Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Heritage 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 Heritage, and (c) any disclosures made with respect to a section of Article IV shall be deemed to qualify (1) any other section of Article IV specifically referenced or cross-referenced and (2) other sections of 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 (ii) as disclosed in any Heritage Reports (as defined in Section 4.11) filed with the SEC by Heritage 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 non-specific or cautionary, predictive or forward-looking in nature), Heritage hereby represents and warrants to Premier Commercial as follows:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage hereby ------------------------------------------ represents and warrants to BCB as follows:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage represents and warrants to SouthBanc that:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage hereby represents and warrants to BCB that, except as specifically set forth in the Heritage Disclosure Schedule delivered to BCB by ---------------------------- Heritage on the date hereof:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage hereby represents and warrants to Cannacure as follows, and acknowledges that Cannacure is relying upon such representations and warranties in connection with the transactions contemplated herein. Subject to any qualifications contained in a separate disclosure letter provided by Heritage to Cannacure as of the date hereof, the statements contained in this Article 3 are true and correct as of the date hereof, and Heritage covenants, represents and warrants with and in favour of Cannacure that all of the representations and warranties set forth in this Article 3 will be true and correct at the time of Closing as if made on the Closing Date.
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage represents and warrants to Diablo that:
REPRESENTATIONS AND WARRANTIES OF HERITAGE. Heritage represents to the Company that during the term of this Agreement that (a) neither it nor its employees or agents, to the best of Heritage's officers' knowledge and belief, will make any untrue statement of material fact in connection with any consulting services, and (b) to the best of Heritage's officers' knowledge and belief, all actions taken by it and its employees and agents on behalf of the Company, in connection with any consulting services, will be conducted in compliance with all applicable state and federal laws.
