REPRESENTATIONS AND WARRANTIES OF BOH. BOH represents and warrants to PCBG that:
REPRESENTATIONS AND WARRANTIES OF BOH. 9 3.1 Capital Structure 10 3.2 Organization, Standing and Authority of BOH 10 3.3 No BOH Subsidiaries 10 3.4 Reserved 10 3.5 Authorized and Effective Agreement; Consents and Approvals 10 3.6 Regulatory Reports 11 3.7 Financial Statements 11 3.8 Material Adverse Change 12 3.9 Environmental Matters 12 3.10 Tax Matters 13 3.11 Legal Proceedings 13 3.12 Compliance with Laws 14 3.13 Certain Information 14 3.14 Employee Benefit Plans 14 3.15 Certain Contracts 16 3.16 Brokers and Finders 17 3.17 Insurance 17 3.18 Properties 17 3.19 Labor 17 3.20 Transactions with Affiliates 18 3.21 Nonperforming and Classified Assets 18 3.22 Required Vote; Inapplicability of Antitakeover Statutes; Fairness Opinion 18 3.23 Year 2000 Compliance 3.24 Disclosures 19 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF XXXX 00 4.1 Organization, Standing and Authority of XXXX 00 4.2 Organization, Standing, Authority and Ownership of the PBOC Subsidiaries 19 4.3 Authorized and Effective Agreement; Consents and Approvals 20 4.4 Securities Documents 20 4.5 Financial Statements 21 4.6 Access to Funds 21 4.7 Legal Proceedings 21 4.8 Certain Information 21 4.9 Disclosures 22 ARTICLE V COVENANTS 22 5.1 Reasonable Best Efforts 22 5.2 Shareholder Meeting 22 5.3 Regulatory Matters 23 5.4 Investigation and Confidentiality 23 5.5 Press Releases 24 5.6 Business of BOH 24 5.7 Current Information 27 5.8 Benefit Plans and Arrangements 27 5.9 Indemnification; Insurance 28 5.10 Reserved 29 5.11 Disclosure Supplements 29 5.12 Failure to Fulfill Conditions 29 ARTICLE VI CONDITIONS PRECEDENT 29 6.1 Conditions Precedent - PBOC, the Bank and BOH 29 6.2 Conditions Precedent - BOH 30 6.3 Conditions Precedent - PBOC and the Bank 31 ARTICLE VII TERMINATION, WAIVER AND AMENDMENT 32 7.1 Termination 32 7.2 Effect of Termination 33 7.3 Survival of Representations, Warranties and Covenants 33 7.4 Waiver 33 7.5 Amendment or Supplement 34
REPRESENTATIONS AND WARRANTIES OF BOH. Except as Previously Disclosed, BOH represents and warrants to PBOC as follows:
