FIRSTBANK’S REPRESENTATIONS AND WARRANTIES. Except as specifically disclosed in the Firstbank SEC Reports filed with or furnished to the SEC prior to the date of this Plan of Merger (excluding any risk factor disclosures set forth under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other forward-looking statement of risk that does not contain a reasonable level of detail about the risks of which the statement warns) or as specifically disclosed in the disclosure letter delivered by Firstbank to Mercantile prior to or concurrently with the execution of this Plan of Merger (the “Firstbank Disclosure Letter”), it being understood and agreed that the disclosure of any item in the Firstbank SEC Reports shall be deemed disclosure only to the extent the relevance of such disclosure to the sections or subsections of this Article III is reasonably apparent on the face of such disclosure, Firstbank represents and warrants to Mercantile that:
FIRSTBANK’S REPRESENTATIONS AND WARRANTIES. 8 3.1 Authorization, No Conflicts, Etc. 8 3.2 Organization and Good Standing. 9 3.3 Subsidiaries. 10 3.4 Capital Stock. 10 3.5 Financial Statements. 11 3.6 Absence of Certain Changes or Events. 12 3.7 Legal Proceedings. 12 3.8 Regulatory Filings. 13 3.9 No Indemnification Claims. 13 3.10 Conduct of Business. 13 3.11 Transaction Documents. 13 3.12 Agreements With Bank Regulators. 14 3.13 Tax Matters. 14 3.14 Properties. 15 3.15 Intellectual Property. 16 3.16 Required Licenses, Permits, Etc. 16 3.17 Material Contracts and Change of Control. 16 3.18 Labor and Employment Matters. 19 3.19 Employee Benefits. 20 3.20 Environmental Matters. 22 3.21 Duties as Fiduciary. 23 3.22 Investment Bankers and Brokers. 23
FIRSTBANK’S REPRESENTATIONS AND WARRANTIES. 8 3.1 Authorization, No Conflicts, Etc. 8 3.2 Organization and Good Standing 10 3.3 Subsidiaries 10 3.4 Capital Stock 11 3.5 Financial Statements 11 3.6 Absence of Certain Changes or Events 12 3.7 Legal Proceedings 12 3.8 Regulatory Filings 13 3.9 No Indemnification Claims 13 3.10 Conduct of Business 13 3.11 Transaction Documents 13 3.12 Agreements With Bank Regulators 14 3.13 Tax Matters 14 3.14 Properties 15 3.15 Intellectual Property 16 3.16 Required Licenses, Permits, Etc. 17 3.17 Material Contracts and Change of Control 17 3.18 Labor and Employment Matters 19 3.19 Employee Benefits 21 3.20 Environmental Matters 22 3.21 Duties as Fiduciary 23 3.22 Investment Bankers and Brokers 23 3.23 Fairness Opinion 24 3.24 Firstbank-Related Persons 24 3.25 Change in Business Relationships 24 3.26 Insurance 24 3.27 Books and Records 25 3.28 Loan Guarantees 25 3.29 Data Security and Customer Privacy 25 3.30 Allowance for Loan and Lease Losses 25 3.31 Loans and Investments 26 3.32 Loan Origination and Servicing 26 3.33 Securities Laws Matters 26 3.34 Joint Ventures; Strategic Alliances 27 3.35 Policies and Procedures 27 3.36 Shareholder Rights Plan 27 3.37 No Other Representations and Warranties 27
