Common use of Standard Clause in Contracts

Standard. No representation or warranty of Acquirer contained in this Article 5 shall be deemed untrue or incorrect, and Acquirer shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article 5, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 (other than the last sentence of Section 5.2.1 and the second to last sentence of Section 5.3), and 5.4.2(i), which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respects.

Standard. No representation or warranty of Acquirer Yardville contained in this Article 5 4 shall be deemed untrue or incorrect, and Acquirer Yardville shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article 54, has had or is reasonably expected likely to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 4.2 (other than the last sentence of Section 5.2.1 and the second to last sentence of Section 5.34.2.1), 4.3 (other than 4.3.1), 4.4, 4.5, 4.9.1, 4.13.5, 4.13.8, 4.13.9, 4.13.10, 4.14, 4.20 and 5.4.2(i)4.23, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and contained, (B) Section 5.94.3.1, which shall be deemed untrue, incorrect and breached if not true and correct except to a de minimus extent and (C) Section 4.8.1, which shall be deemed untrue, incorrect and breached if not true and correct in all respects.

Standard. No representation or warranty of Acquirer MainSource contained in this Article 5 V shall be deemed untrue or incorrect, and Acquirer MainSource shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article 5V, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.15.2, 5.3 (other than the last sentence of Section 5.2.1 5.3, 5.4 and the second to last sentence of Section 5.3), and 5.4.2(i)5.19, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on respects, and to the qualifications representations and standards therein warranties contained and (B) in Section 5.95.8, which shall be deemed untrue, incorrect and breached if they are not true and correct in all respects.

Standard. No representation or warranty of Acquirer Synergy contained in this Article 5 IV shall be deemed untrue or incorrect, and Acquirer Synergy shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article 5IV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 4.2 (other than the last sentence of Section 5.2.1 4.2.1 and the second to last sentence of Section 5.34.2.6), 4.3, 4.4, 4.5, 4.8, 4.9.1, 4.13.5, 4.13.8, 4.13.9, the second sentence of 4.13.10, 4.20 and 5.4.2(i), 4.23 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respectscontained.

Standard. No Except as set forth in the following sentence, no representation or warranty of Acquirer Legacy contained in this Article 5 IV shall be deemed untrue or incorrect, and Acquirer Legacy shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article 5IV, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 4.2 (other than Sections 4.2.3, 4.2.4 and 4.2.5 and the last sentence of Section 5.2.1 Sections 4.2.1 and the second to last sentence of Section 5.34.2.2), Section 4.3 and 5.4.2(i4.4 (other than Section 4.4.2(iii)) and Sections 4.2.3, which 4.2.4 and 4.2.5 and Sections 4.3 and 4.4 (other than Section 4.4.2(iii)) shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respects.

Standard. No representation or warranty of Acquirer Colonial Financial contained in this Article 5 IV shall be deemed untrue or incorrect, and Acquirer Colonial Financial shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article 5IV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.14.2, 5.3 (other than the last sentence of Section 5.2.1 4.3, 4.4, 4.13.5, 4.13.8, 4.13.9, 4.13.10 and the second to last sentence of Section 5.3), and 5.4.2(i)4.13.12, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respects.

Standard. No representation or warranty of Acquirer Allegiance Bank contained in this Article 5 IV shall be deemed untrue or incorrect, and Acquirer Allegiance Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article 5IV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.14.2, 5.3 (other than the last sentence of Section 5.2.1 4.3, 4.4, 4.6.2, 4.13.5, 4.13.8, 4.13.9, 4.13.11,4.15 and the second to last sentence of Section 5.3), and 5.4.2(i)4.29, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respectscontained.

Standard. No representation or warranty of Acquirer BOP contained in this Article 5 IV shall be deemed untrue or incorrect, and Acquirer BOP shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article 5IV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.14.2.1 4.3.1, 5.3 (other than 4.4 and 4.8, nor shall it apply to the last sentence of Section 5.2.1 representations and the second to last sentence of Section 5.3)warranties contained Sections 4.3.2, 4.13.5, 4.13.8, 4.13.9, 4.13.10 and 5.4.2(i)4.13.12, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respects.

Standard. No Except as set forth in the following sentence, no representation or warranty of Acquirer BSFI contained in this Article 5 IV shall be deemed untrue or incorrect, and Acquirer BSFI shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article 5IV, has had or is reasonably could be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 4.2 (other than the last sentence of Section 5.2.1 Sections 4.2.1 and the second to last sentence of Section 5.34.2.2), 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9. 4.10. 4.11, 4.13, 4.15, 4.16, 4.27 and 5.4.2(i)4.28, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respects.

Standard. No Except as set forth in the following sentence, no representation or warranty of Acquirer SWNB contained in this Article 5 IV shall be deemed untrue or incorrect, and Acquirer SWNB shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article 5IV, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 4.2 (other than Sections 4.2.3, 4.2.4, 4.2.5 and the last sentence of Section 5.2.1 each of Sections 4.2.1 and the second to last sentence of Section 5.34.2.2), or 4.4.1, 4.4.2(i) and 5.4.2(i(ii), 4.14, 4.18(i), 4.19 and 4.28 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications respects, and standards therein contained and (B) in Section 5.94.3, which shall be deemed untrue, incorrect and breached if not true and correct in all respects.

Standard. No representation or warranty of Acquirer Brookline Bancorp contained in this Article 5 V shall be deemed untrue or incorrect, and Acquirer Brookline Bancorp shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article 5V, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “"material”", “"materially”", “"in all material respects”", “"Material Adverse Effect” " or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 5.2 (other than the last sentence of Section Sections 5.2.1 and the second to last sentence of Section 5.35.2.2), 5.3 and 5.4.2(i)5.4, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respects.

Standard. No representation or warranty of Acquirer MFI contained in this Article 5 IV shall be deemed untrue or incorrect, and Acquirer MFI shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article 5IV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “"material”", “"materially”", “"in all material respects”", “"Material Adverse Effect” " or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 4.2 (other than the last sentence of Section 5.2.1 Sections 4.2.1 and the second to last sentence of Section 5.34.2.2), 4.4, 4.13.4, 4.13.6, and 5.4.2(i)4.13.9, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respects.

Standard. No representation or warranty of Acquirer FB Bancorp or First Business Bank contained in this Article 5 V shall be deemed untrue or incorrect, and Acquirer FB Bancorp and First Business Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article 5V, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 5.2 (other than the last sentence sentences of Section 5.2.1 Sections 5.2.1, 5.2.2, 5.2.3 and the second to last sentence of Section 5.35.2.4), 5.3, 5.4, 5.5, 5.6, 5.9, 5.11 and 5.4.2(i)5.12, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respectscontained.

Standard. No Except as set forth in the following sentence, no representation or warranty of Acquirer Hanmi contained in this Article 5 V shall be deemed untrue or incorrect, and Acquirer Hanmi shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article 5V, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 5.2 (other than Sections 5.2.3, 5.2.4 and 5.2.5 and the last sentence of Section each of Sections 5.2.1 and the second to last sentence of Section 5.35.2.2), 5.4.1, 5.4.2(i) and (ii), and 5.4.2(i)5.14 and 5.17, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications respects, and standards therein contained and (B) in Section 5.95.3, which shall be deemed untrue, incorrect and breached if not true and correct in all respects.

Standard. No representation or warranty of Acquirer Hamptons contained in this Article 5 IV shall be deemed untrue or incorrect, and Acquirer Hamptons shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article 5IV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 4.2 (other than the last sentence of Section 5.2.1 and the second to last sentence of Section 5.34.2.2), and 5.4.2(i)Sections 4.3, 4.4, 4.13.5, 4.13.8, 4.13.9, and 4.13.11, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and contained. Provided further, that any breach of a representation that results in an undisclosed payment, expense accrual or cost in excess of $200,000 (B) Section 5.9either individually or in the aggregate), which shall be deemed untrue, incorrect and breached if not true and correct in all respectsconsidered as having a Material Adverse Effect.

Standard. No representation or warranty of Acquirer Guaranty Financial contained in this Article 5 IV shall be deemed untrue or incorrect, and Acquirer Guaranty Financial shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article 5IV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 4.2 (other than the last sentence of Section 5.2.1 Sections 4.2.1 and the second to last sentence of Section 5.34.2.2), and 5.4.2(i)Sections 4.2.4, 4.2.5, 4.3, 4.4, 4.13.5, 4.13.8, 4.13.10 and 4.13.11, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respectscontained.

Standard. No Except as set forth in the following sentence, no representation or warranty of Acquirer BSFI contained in this Article 5 IV shall be deemed untrue or incorrect, and Acquirer BSFI shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article 5IV, has had or is reasonably could be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 4.2 (other than the last sentence of Section 5.2.1 Sections 4.2.1 and the second to last sentence of Section 5.34.2.2), 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9. 4.10. 4.11, 4.13, 4.15, 4.16, 4.27 and 5.4.2(i)4.28, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respects.

Standard. No representation or warranty of Acquirer PennFed contained in this Article 5 IV shall be deemed untrue or incorrect, and Acquirer PennFed shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article 5IV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 4.2 (other than the last sentence of Section 5.2.1 4.2.1 and the second to last sentence of Section 5.34.2.6), 4.3, 4.4, 4.5, 4.8, 4.9.1, 4.13.5, 4.13.8, 4.13.9, 4.13.10, 4.20 and 5.4.2(i), 4.23 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respectscontained.

Standard. No representation or warranty of Acquirer First Sentry Bancshares contained in this Article 5 V shall be deemed untrue or incorrect, and Acquirer First Sentry Bancshares shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article 5V, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 5.2 (other than the last sentence of Section Sections 5.2.1 and the second to last sentence of Section 5.35.2.2), 5.2.4, 5.2.5, 5.3, and 5.4.2(i)5.4, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respectscontained.

Standard. No representation or warranty of Acquirer CNB contained in this Article 5 IV shall be deemed untrue or incorrect, and Acquirer CNB shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article 5IV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in (A) Sections 5.2.1, 5.3 4.2 (other than the last sentence of Section 5.2.1 Sections 4.2.1 and the second to last sentence of Section 5.34.2.2), 4.3, 4.4, 4.8, 4.13.6, 4.13.7, 4.13.8, 4.13.9 and 5.4.2(i)4.28, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained and (B) Section 5.9, which shall be deemed untrue, incorrect and breached if not true and correct in all respects.