REPRESENTATIONS AND WARRANTIES OF FVCB AND FVCBANK. 3.1 Organization; Authority and Minute Books 5 3.2 Capitalization 6 3.3 Authorization 7 3.4 Financial Statements 7 3.5 Books of Account; Corporate Records 8 3.6 Regulatory Reports 8 3.7 FVCB Subsidiaries 9 3.8 Absence of Material Adverse Changes 9 3.9 Litigation and Other Proceedings 9 3.10 Proxy Statement, Etc. 9 3.11 Tax Treatment 9 3.12 Taxes 9 3.13 Loans 10 3.14 Absence of Undisclosed Liabilities 11 3.15 Compliance with Laws 11 3.16 Consents 11 3.17 Environmental Matters 11 3.18 Brokers and Finders 12 3.19 Insurance 12 3.20 Properties and Leases 12 3.21 Regulatory Capitalization 12 3.22 Financial Ability 12
REPRESENTATIONS AND WARRANTIES OF FVCB AND FVCBANK. Except as set forth in the disclosure schedule delivered by FVCB and FVCbank to Colombo prior to the date hereof (the “FVCB Disclosure Schedule”), FVCB and FVCbank represent and warrant to Colombo Bank as set forth below, provided, that (a) the mere inclusion of an item in the FVCB Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by FVCB or FVCbank that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a material adverse effect and (b) any disclosures made with respect to a section of this Article III shall be deemed to qualify (i) any other section of this Article III specifically referenced or cross-referenced and (ii) any other sections of this Article III 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 other sections:
