REPRESENTATIONS AND WARRANTIES OF ALLEGIANCE. Except (a) as disclosed in the disclosure schedule delivered by Allegiance to CBTX concurrently herewith (the “Allegiance Disclosure Schedule”); provided, that (i) 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; (ii) the mere inclusion of an item in the Allegiance Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Allegiance that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to have a Material Adverse Effect; and (iii) 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 (b) as disclosed in any Allegiance Reports filed by Allegiance since December 31, 2019, and 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), Allegiance hereby represents and warrants to CBTX as follows:
REPRESENTATIONS AND WARRANTIES OF ALLEGIANCE. In order to induce Subcorp and Cardinal to enter into this Agreement, Allegiance hereby represents and warrants to Cardinal and Subcorp that the statements contained in this Article IV are true, correct and complete.
REPRESENTATIONS AND WARRANTIES OF ALLEGIANCE. 31 4.1 Corporate Organization 31 4.2 Capitalization 32 4.3 Authority; No Violation 33 4.4 Consents and Approvals 34 4.5 Reports 35 4.6 Financial Statements 35 4.7 Broker’s Fees 37 4.8 Absence of Certain Changes or Events 37 4.9 Legal and Regulatory Proceedings 37 4.10 Taxes and Tax Returns 38 4.11 Benefit Plans; Employees 39 4.12 SEC Reports 42 4.13 Compliance with Applicable Law 42 4.14 Certain Contracts 44 4.15 Agreements with Regulatory Agencies 46 4.16 Environmental Matters 46 4.17 Investment Securities and Commodities 47 4.18 Real Property 47 4.19 Intellectual Property 47 4.20 Related Party Transactions 48 4.21 State Takeover Laws 48 4.22 Reorganization 48 4.23 Opinions of Financial Advisors 48 4.24 Loan Portfolio 48 4.25 Insurance 49 4.26 No Investment Advisor Subsidiary 49 4.27 No Broker-Dealer Subsidiary 49 4.28 Allegiance Information 49 4.29 No Other Representations or Warranties 50
REPRESENTATIONS AND WARRANTIES OF ALLEGIANCE. Except as disclosed to the Company in a letter (the “Allegiance Disclosure Letter”) delivered to the Company by Allegiance prior to the execution of this Agreement (with reference to the section numbers of the representations and warranties in this ARTICLE IV to which the information in such letter relates, unless it is reasonably apparent from a reading of such disclosure that the disclosure is applicable to other representations and warranties), or as disclosed in Allegiance’s annual report on Form 10‑K for the fiscal year ended December 31, 2017, Allegiance’s Definitive Proxy Statement for the 2018 Annual Meeting of Shareholders of Allegiance and any Current Reports on Form 8-K filed prior to the date hereof with respect to events occurring since December 31, 2017 (collectively, “Allegiance SEC Reports”) (it being understood that (i) nothing disclosed in the Allegiance SEC Reports shall be deemed disclosed for purposes of any subsection of this ARTICLE IV unless it is reasonably apparent that the matters so disclosed in such Allegiance SEC Report are applicable to such subsection and (ii) disclosure in the “Risk Factors” Section in a Allegiance SEC Report shall be ignored for purposes of this Agreement), Allegiance hereby represents and warrants to the Company as follows:
