REPRESENTATIONS AND WARRANTIES OF MAINSOURCE. Except (i) as disclosed in the disclosure schedule delivered by MainSource to First Financial concurrently herewith (the “MainSource 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 MainSource Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by MainSource 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 and (c) any disclosures made with respect to a section of Article III shall be deemed to qualify (1) any other section of Article III specifically referenced or cross-referenced and (2) other sections of Article III 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 MainSource Reports filed by MainSource since December 31, 2013, and prior to the date hereof, including without limitation any information incorporated by reference into such reports (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), MainSource hereby represents and warrants to First Financial as follows:
REPRESENTATIONS AND WARRANTIES OF MAINSOURCE. On or prior to the date hereof, MainSource has delivered to 1st Independence a schedule (the “Disclosure Schedule”) 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 Article IV or to one or more of its covenants contained in Article VI. For the purpose of this Agreement, and in relation to MainSource and its subsidiaries, a “Material Adverse Effect on MainSource” means any effect that (i) is material and adverse to the financial position, results of operations or business of MainSource and its subsidiaries taken as a whole, or (ii) would materially impair the ability of MainSource to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger and the other transactions contemplated by this Agreement; provided, however, that Material Adverse Effect on MainSource shall not be deemed to include the impact of (a) changes in banking and similar laws of general applicability to banks or savings associations or their holding companies or interpretations thereof by courts or governmental authorities, (b) changes in generally accepted accounting principles or regulatory accounting requirements applicable to banks, savings associations, or their holding companies generally, (c) any modifications or changes to valuation policies and practices in connection with the Merger or restructuring charges taken in connection with the Merger, in each case in accordance with generally accepted accounting principles, (d) changes in general level of interest rate (including the impact on the securities portfolios of MainSource or its subsidiaries) or conditions or circumstances that affect the banking industry generally, (e) the impact of the announcement of this Agreement and the transactions contemplated hereby, and compliance with this Agreement on the business, financial condition or results of operations of MainSource and its subsidiaries, (f) changes resulting from expenses (such as legal, accounting and investment bankers’ fees) incurred in connection with this Agreement or the transactions contemplated herein, and (g) the occurrence of any military or terrorist attack within the United States or any of its possessions or offices; provided that in no event shall a change in the trading price of ...
REPRESENTATIONS AND WARRANTIES OF MAINSOURCE. MainSource represents and warrants to Cheviot Financial that the statements contained in this Article V are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article V), except as specifically set forth in the MainSource Disclosure Schedule delivered by MainSource to Cheviot Financial on the date hereof. MainSource has made a good faith effort to ensure that the disclosure on each schedule of the MainSource Disclosure Schedule corresponds to the section referenced herein. However, for purposes of the MainSource Disclosure Schedule, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all sections of this Agreement under which such item may be relevant but only to the extent that it is reasonably clear on the face of such schedule that such item applies to such other sections of this Agreement, and such item is described in sufficient detail to enable Cheviot Financial to identify the items to which it applies.
REPRESENTATIONS AND WARRANTIES OF MAINSOURCE. AND PURCHASER ---------------------------------------------------------- As an inducement to National City to enter into this Agreement, except as set forth in the disclosure letter of even date herewith from the MainSource Group Members to National City (the "MainSource Disclosure Letter"), MainSource and Purchaser, jointly and severally, hereby represent and warrant to National City as follows:
REPRESENTATIONS AND WARRANTIES OF MAINSOURCE. A-13 3.1 Corporate Organization A-13 3.2 Capitalization A-14 3.3 Authority; No Violation A-15 3.4 Consents and Approvals A-16 3.5 Reports A-16 3.6 Financial Statements A-16 3.7 Broker’s Fees A-18 3.8 Absence of Certain Changes or Events A-18 3.9 Legal Proceedings A-18
REPRESENTATIONS AND WARRANTIES OF MAINSOURCE. For the purpose of this Agreement, and in relation to MainSource and its subsidiaries, a Material Adverse Effect on MainSource means any effect that (i) is material and adverse to the financial position, results of operations or business of MainSource and its subsidiaries taken as a whole, or (ii) would materially impair the ability of MainSource to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger and the other transactions contemplated by this Agreement; provided, however, that Material Adverse Effect on MainSource 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 or regulatory accounting requirements applicable to banks and their holding companies generally, (c) any modifications or changes to valuation policies and practices in connection with the Merger or restructuring charges taken in connection with the Merger, in each case in accordance with generally accepted accounting principles, and (d) changes in general level of interest rate or conditions or circumstances that affect the banking industry generally. Accordingly, MainSource represents and warrants to Peoples as follows:
REPRESENTATIONS AND WARRANTIES OF MAINSOURCE. On or prior to the date hereof, MainSource has delivered to MBT a schedule (the “MainSource Disclosure Schedule”) 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 Article IV or to one or more of its covenants contained in Article VI.
REPRESENTATIONS AND WARRANTIES OF MAINSOURCE. On or prior to the date hereof, MainSource has delivered to POHF a schedule (the "MainSource Disclosure Schedule") 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 Article V or to one or more of its covenants contained in Article VII; provided that the mere inclusion of an item in the MainSource Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by MainSource 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 (as defined below).
REPRESENTATIONS AND WARRANTIES OF MAINSOURCE. On or prior to the date hereof, MainSource has delivered to FCB a schedule (the “MainSource Disclosure Schedule”) 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 Article IV or to one or more of its covenants contained in Article VI.
