Representations and Warranties of First Citizens. Subject to Section 5.02, each of First Citizens and Merger Corp. hereby represents and warrants to TCNB that the following are true and correct:
Representations and Warranties of First Citizens. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in a paragraph of its Disclosure Schedule corresponding to the relevant paragraph below, First Citizens hereby represents and warrants to Futura as follows:
Representations and Warranties of First Citizens. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in a paragraph of its Disclosure Schedule corresponding to the relevant paragraph below, First Citizens hereby represents and warrants to ICBC as follows:
Representations and Warranties of First Citizens. First Citizens represents and warrants to Farmers as follows: (a) First Citizens is a corporation duly organized and validly existing under the laws of the State of Ohio, is a registered bank holding company under the Bank Holding Company Act of 1956, as amended, and is qualified to do business in the State of Ohio, together with all other jurisdictions where A-9 10 FIRST CITIZENS BANC CORP EXHIBIT NO. 10ii ------------------------------------------------------------------------------- it is both required to so qualify and the failure to so qualify would have material and adverse consequences to First Citizens. First Citizens has full power and authority (including all licenses, franchises, permits and other governmental authorizations which are legally required) to engage in the businesses and activities now conducted by it. As of March 31, 1997, the authorized capital stock of First Citizens consisted of 10,000,000 shares of common stock, without par value, of which a total of 3,051,504 shares were issued and outstanding and no shares were held by First Citizens as treasury stock. All of said shares of capital stock are fully paid and nonassessable and are not issued in violation of the preemptive rights of any shareholder. (b) First Citizens has furnished to Farmers copies of the following financial statements relating to First Citizens and its consolidated subsidiaries: (i) the audited Consolidated Balance Sheets of First Citizens as of December 31, 1996, and 1995, and the Consolidated Statements of Income, Stockholders' Equity and Statements of Cash Flows for the three years ended December 31, 1996, 1995 and 1994, together with the notes thereto; and (ii) the unaudited Consolidated Balance Sheet of First Citizens as of March 31, 1997, and the unaudited Consolidated Statements of Income and Stockholders' equity for the period then ended. Each of the aforementioned financial statements was prepared in accordance with Generally Accepted Accounting Principles, consistently applied and is true and correct in all material respects and together present fairly the consolidated financial position and results of operations of First Citizens as of the dates and for the periods therein set forth (subject, in the case of such interim financial statements, to normal year-end audit adjustments). Such financial statements do not, as of the dates thereof, include any material asset or omit any material liability, absolute or contingent, or other fact, the inclusion or...
Representations and Warranties of First Citizens. Except as Disclosed, First Citizens represents and warrants to BB&T as follows (the representations and warranties herein of First Citizens are made subject to the applicable standard set forth in Section 6.3(a), and no such representation or warranty shall be deemed to be inaccurate unless the inaccuracy would permit BB&T to refuse to consummate the Merger under such applicable standard):
