REPRESENTATIONS AND WARRANTIES BY CFC AND CFB. Each of CFC and CFB hereby represents and warrants to AFC and AB the following matters on and as of the date of this Reorganization Agreement and at the Effective Time; provided, however, that before any breach of or inaccuracy in the representation and warranty given in Section 4.5 shall be actionable or shall constitute grounds for termination of or failure to perform under the terms of this Reorganization Agreement by AFC or AB, such breach or inaccuracy must be material, and before any breach of or inaccuracy of any of the other representations or warranties given in this Section IV shall be so actionable or shall constitute such grounds, such breach or inaccuracy, together with all other breaches and inaccuracies by CFC and CFB, must have a Material Adverse Effect.
REPRESENTATIONS AND WARRANTIES BY CFC AND CFB. 17 4.1. Organization, Good Standing and Conduct of Business...............................................17 4.2. Subsidiaries......................................................................................17 4.3. Corporate Authority...............................................................................17 4.4. Binding Effect....................................................................................17 4.5. Capitalization of CFC.............................................................................17 4.6. Compliance with Laws; Absence of Defaults.........................................................18 4.7. Non-Contravention and Defaults; No Liens..........................................................18 4.8. Necessary Approvals...............................................................................18 4.9. Financial Statements..............................................................................19
REPRESENTATIONS AND WARRANTIES BY CFC AND CFB. Each of CFC and CFB hereby represents and warrants to FSFC and FFA the following matters on and as of the date of this Reorganization Agreement and at the Effective Time; provided, however, that before any breach of or inaccuracy in any of the representations or warranties given in this Section IV shall be actionable or shall constitute grounds for termination of or failure to perform under the terms of this Reorganization Agreement by FSFC or FFA, such breach or inaccuracy must have a Material Adverse Effect.
