Representations and Warranties of Camco. 5 (a) Authority; No Violations; Consents and Approvals.......................................5 (b) Litigation.............................................................................7 (c) Incorporation by Reference.............................................................7 3.2 Representations and Warranties of Schlumberger. ...........................................7 (a) Organization, Standing and Power.......................................................7 (b) Capital Structure......................................................................7 (c) Authority; No Violations, Consents and Approvals.......................................8 (d)
Representations and Warranties of Camco. Subject to the exceptions set forth in the disclosure letter to be delivered to STC and Sub in connection herewith (the "Camco Disclosure Letter"), Camco represents and warrants to STC and Sub as follows:
Representations and Warranties of Camco. CAMCO represents and warrants to WHFC and the BANK that each of the following statements is true and accurate in all material respects:
Representations and Warranties of Camco. Prior to the date hereof, Camco has delivered to First Place a schedule setting 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 of this Agreement or as an exception to one or more representations or warranties contained in Article III hereof or to one or more of its covenants contained in Article V hereof or additional agreements in Article VI hereof (“Camco Disclosure Schedules”). A disclosure in the Camco Disclosure Schedules shall qualify the applicable section or subsection of this Agreement regardless of whether such section or subsection specifically references the Camco Disclosure Schedules. Camco hereby represents and warrants to First Place that each of the following representations and warranties in this Article III of this Agreement, which include and incorporate the exceptions set forth on the Camco Disclosure Schedules, are true and correct as of the date of this Agreement and as of the Closing Date, except to the extent such representations and warranties expressly are made as of specific date and time (in which case such representations and warranties will be true and correct as of such date and time):
Representations and Warranties of Camco. Camco represents and warrants to Schlumberger as follows:
Representations and Warranties of Camco. 10 3.1 Corporate Organization. 11 3.2 Capitalization. 11 3.3 Authority; No Violation. 12 3.4 Consents and Approvals. 13 3.5 Reports. 14 3.6 Financial Statements. 14 3.7 Broker’s Fees. 14 3.8 Absence of Certain Changes or Events. 15 3.9 Legal Proceedings. 15 3.10 Taxes. 16 3.11 Employee Benefit Plan Matters. 18 3.12 SEC Reports. 20 3.13 Camco Information. 20 3.14 Ownership of First Place Common Stock. 20 3.15 Compliance with Applicable Law. 20 3.16 Certain Contracts. 21 3.17 Agreements with Regulatory Agencies. 22 3.18 Investment Securities. 22 3.19 Intellectual Property. 23 3.20 Undisclosed Liabilities. 23 3.21 State Takeover Laws. 23 3.22 Administration of Fiduciary Accounts. 23 3.23 Environmental Matters. 23 3.24 Derivative Transactions. 24 3.25 Opinion. 25 3.26 Assistance Agreements. 25 3.27 Approvals. 25 3.28 Loan Portfolio. 25 3.29 Mortgage Banking Business. 26 3.30 Properties. 28 3.31 Labor and Employment Matters. 28 3.32 Termination Benefits. 28 3.33 Deposits. 29 3.34 Required Vote. 29 3.35 Transactions With Affiliates. 29 3.36 Insurance. 29 3.37 Indemnification. 29 3.38 Voting Agreements. 30 3.39 CRA Rating. 30 3.40 Disclosure. 30
Representations and Warranties of Camco. 7 (a) Organization, Standing and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (b) Capital Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 (c) Authority; No Violations; Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . 9 (d)
