Representations and Warranties of Buyer and Buyer Bank. Buyer and Buyer Bank, where appropriate, represent and warrant to Seller that the following statements are true and accurate in all material respects, except as Previously Disclosed:
Representations and Warranties of Buyer and Buyer Bank. Section 4.01.
Representations and Warranties of Buyer and Buyer Bank. 35 Section 4.01. Making of Representations and Warranties 35 Section 4.02. Organization, Standing and Authority 35 Section 4.03. Capital Stock 35 Section 4.04. Corporate Power 36 Section 4.05. Corporate Authority 37 Section 4.06. SEC Documents; Financial Statements 37 Section 4.07. Regulatory Reports 39 Section 4.08. Regulatory Approvals; No Defaults 39 Section 4.09. Legal Proceedings 40 Section 4.10. Absence of Certain Changes or Events 40 Section 4.11. Compliance with Laws 41 Section 4.12. Brokers 41 Section 4.13. Tax Matters 42 Section 4.14. Regulatory Capitalization 42 Section 4.15. Buyer Material Contracts; Default 42 Section 4.16. Employee Benefit Plans 43 Section 4.17. Labor Matters 44 Section 4.18. Buyer Regulatory Agreements 44 Section 4.19. Community Reinvestment Act, Anti-money Laundering and Customer Information Security 45 Section 4.20. Environmental Matters 45 Section 4.21. Deposit Insurance 46 Section 4.22. Loans 46 Section 4.23. Allowance for Loan and Lease Losses 47 Section 4.24. Intellectual Property 47 Section 4.25. Opinion 48 Section 4.26. Buyer Information 48 Section 4.27. No Other Representations and Warranties 49 ARTICLE 5. COVENANTS 49 Section 5.01. Covenants of Company 49 Section 5.02. Covenants of Buyer 54 Section 5.03. Reasonable Best Efforts 56 Section 5.04. Company Shareholder Approval 56 Section 5.05. Buyer Shareholder Approval. 58 Section 5.06. Registration Statement; Proxy Statement-Prospectus; NASDAQ Listing 58 Section 5.07. Regulatory Filings; Consents 60 Section 5.08. Publicity 61 Section 5.09. Access; Current Information 61 Section 5.10. No Solicitation by Company; Superior Proposals 63 Section 5.11. Indemnification 66 Section 5.12. Employees; Benefit Plans 68 Section 5.13. Notification of Certain Changes 70 Section 5.14. Transition; Informational Systems Conversion 70 Section 5.15. No Control of Other Party’s Business 71 Section 5.16. Environmental Assessments 71 Section 5.17. Certain Litigation 72 Section 5.18. Director Matters 72 Section 5.19. Coordination 73 Section 5.20. Confidentiality 74 Section 5.21. Tax Matters 74 Section 5.22. Closing Date Share Certification 74 Section 5.23. Company Bank and Buyer Bank Approval 74 ARTICLE 6. CONDITIONS TO CONSUMMATION OF THE MERGER 74 Section 6.01. Conditions to Obligations of the Parties to Effect the Merger 74 Section 6.02. Conditions to Obligations of Company 76 Section 6.03. Conditions to Obligations of Buyer 76 Section 6.04. Frustration of Closing Conditions 77 ARTICLE 7....
Representations and Warranties of Buyer and Buyer Bank. 24 4.1 Organization, Standing and Authority of Buyer.....................24 4.2 Organization, Standing and Authority of Buyer Bank................24 4.3 Authorized and Effective Agreement................................25 4.4 Securities Documents and Regulatory Reports.......................26 4.5
Representations and Warranties of Buyer and Buyer Bank. Buyer and Buyer Bank represent and warrant to Seller and Seller Bank that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV), except as Previously Disclosed by Buyer on the date hereof, and except as to any representation or warranty which specifically relates to an earlier date. Buyer and Buyer Bank have made a good faith effort to ensure that any item Previously Disclosed corresponds to the section reference herein. However, any item Previously Disclosed is deemed to be fully disclosed with respect to all schedules under which such item may be relevant as and to the extent that it is reasonably clear on the face of such schedule that such item applies to such other schedule. References to the knowledge of Buyer shall include the knowledge of Buyer Bank.
Representations and Warranties of Buyer and Buyer Bank. Except as set forth in the Buyer Disclosure Schedules, Buyer hereby represents and warrants to Seller that the following statements contained in this Article V are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Effective Date (as though made then and as though the Effective Date were substituted for the date of this Agreement throughout this Article V), except as to any representation or warranty which specifically relates to an earlier date, which only need be correct as of such earlier date. Buyer Disclosure Schedules are arranged in sections corresponding to the sections and subsections of this Article V, and disclosure in one section of Buyer Disclosure Schedules shall constitute disclosure for all sections of Buyer Disclosure Schedules to the extent to which the applicability of such disclosure is reasonably apparent.
Representations and Warranties of Buyer and Buyer Bank. Except as disclosed in (a) the Buyer Reports filed after January 1, 2015, and prior to the date hereof, but excluding any risk factors or forward-looking disclosures set forth under the heading “Risk Factors,” or under the heading “Special Note Regarding Forward-Looking Statements” or any other disclosure that is non-specific, cautionary, predictive or forward-looking in nature or otherwise constitutes a “forward-looking statement” under applicable law or (b) the correspondingly-enumerated section or subsection of the disclosure schedule (the “Buyer Disclosure Schedule”) delivered by Buyer and Buyer Bank to Seller prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article III or to one or more of Buyer’s covenants contained in Article V, provided, however, that, notwithstanding anything in this Agreement to the contrary, any disclosures made with respect to a section of this Article III shall be deemed to qualify any other section of this Article III (i) specifically referenced or cross-referenced or (ii) 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 section), Buyer and Buyer Bank, jointly and severally, hereby represent and warrant to Seller and Seller Bank as follows:
Representations and Warranties of Buyer and Buyer Bank. Buyer and Buyer Bank hereby represent and warrant to Seller and Seller Bank as follows as of the date hereof and as of the Effective Time of the Merger (except as otherwise provided in Section 9.1 as of the Effective Time):
Representations and Warranties of Buyer and Buyer Bank. Buyer and Buyer Bank, where appropriate, represent and warrant to Seller as follows, except as Previously Disclosed:
Representations and Warranties of Buyer and Buyer Bank
