REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY BANK. Except as set forth in the Disclosure Schedule delivered by Company and Company Bank to Parent and Parent Bank prior to the date of execution hereof (“Company Disclosure Schedule”), Company and Company Bank represent and warrant to Parent and Parent Bank that all of the statements contained in this Article III are true as of the date of this Agreement (or, if made as of a specified date, as of such date). For purposes of the representations and warranties of Company and Company Bank contained herein, disclosure in any section of the Company Disclosure Schedule of any facts or circumstances shall be deemed to be adequate response and disclosure of such facts or circumstances with respect to all representations or warranties by Company and Company Bank calling for disclosure of such information, whether or not such disclosure is specifically associated with or purports to respond to one or more of such representations or warranties, if it is reasonably apparent on the face of the Company Disclosure Schedule that such disclosure is applicable. The inclusion of any information in any section of the Company Disclosure Schedule or other document delivered by Company and Company Bank pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY BANK. Except as set forth on a disclosure schedule delivered to Parent Bank at least three business days prior to the execution of this Agreement (“Company Entities Disclosure Schedule”), Company and Company Bank jointly and severally represent and warrant to Parent Bank and Parent that:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY BANK. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in a paragraph of Company and Company Bank Disclosure Schedule corresponding to the relevant paragraph below, Company and Company Bank hereby represent and warrant jointly and severally to Zions:
REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY BANK. Section 3.01 Making of Representations and Warranties 10 Section 3.02 Organization, Standing and Authority 11 Section 3.03 Capital Stock 11 Section 3.04 Subsidiaries 13 Section 3.05 Corporate Authority Relative to this Agreement; No conflict 14 Section 3.06 Regulatory Approvals; No Defaults 15 Section 3.07 Financial Statements 16 Section 3.08 Regulatory Reports 17 Section 3.09 Absence of Certain Changes or Events 17 Section 3.10 Legal Proceedings 18 Section 3.11 Compliance with Laws 19 Section 3.12 Company Material Contracts; Defaults 19 Section 3.13 Agreements with Regulatory Agencies 21 Section 3.14 Brokers 22 Section 3.15 Employee Benefit Plans 22 Section 3.16 Labor Matters 24 Section 3.17 Environmental Matters 26 Section 3.18 Tax Matters 27 Section 3.19 Investment Securities 29 Section 3.20 Derivative Transactions 29 Section 3.21 Regulatory Capitalization 30 Section 3.22 Loans; Nonperforming and Classified Assets 30 Section 3.23 Allowance for Loan and Lease Losses 32 Section 3.24 Trust Business; Administration of Fiduciary Accounts 32 Section 3.25 Investment Management and Related Activities 32 Section 3.26 Repurchase Agreements 32 Section 3.27 Deposit Insurance 32 Section 3.28 Community Reinvestment Act, Anti-money Laundering and Customer Information Security 33 Section 3.29 Transactions with Affiliates 33 Section 3.30 Tangible Properties and Assets 34 Section 3.31 Intellectual Property 35 Section 3.32 Insurance 37 Section 3.33 Disaster Recovery and Business Continuity 38 Section 3.34 Antitakeover Provisions 38 Section 3.35 Opinion 38 Section 3.36 Company Information 38 Section 3.37 No Other Representations and Warranties 39
REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY BANK. Except as set forth in the Disclosure Schedule delivered by Company and Company Bank to Parent and Parent Bank simultaneously with the execution hereof, Company and Company Bank represent and warrant to Parent and Parent Bank that all of the statements contained in this Article III are true as of the date of this Agreement (or, if made as of a specified date, as of such date). For purposes of the representations and warranties of Company and Company Bank contained herein, disclosure in any section of the Disclosure Schedule of any facts or circumstances shall be deemed to be adequate response and disclosure of such facts or circumstances with respect to all representations or warranties by Company and Company Bank calling for disclosure of such information, whether or not such disclosure is specifically associated with or purports to respond to one or more of such representations or warranties, if it is reasonably apparent on the face of the Disclosure Schedule that such disclosure is applicable. The inclusion of any information in any section of the Disclosure Schedule or other document delivered by Company and Company Bank pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.
REPRESENTATIONS AND WARRANTIES OF COMPANY AND COMPANY BANK
