REPRESENTATIONS AND WARRANTIES OF MAINLAND BANK. 8 Section 3.1 Organization 8 Section 3.2 Capitalization 8 Section 3.3 Approvals; Authority 9 Section 3.4 Investments 10 Section 3.5 Financial Statements 10 Section 3.6 Loan Portfolio and Allowance for Loan and Lease Losses 11 Section 3.7 Certain Loans and Related Matters 12 Section 3.8 Real Property Owned or Leased 12 Section 3.9 Personal Property 13 Section 3.10 Environmental Laws 14 Section 3.11 Proceedings 15 Section 3.12 Taxes 15 Section 3.13 Contracts and Commitments 20 Section 3.14 Insurance Policies 21 Section 3.15 No Conflict With Other Instruments 21 Section 3.16 Consents and Approvals 21 Section 3.17 Absence of Certain Changes or Events 22 Section 3.18 Employment Relations 24 Section 3.19 Employee Benefit Plans 25 Section 3.20 Deferred Compensation and Salary Continuation Arrangements 28 Section 3.21 Intellectual Property Rights 28 Section 3.22 Brokers, Finders and Financial Advisors 29 Section 3.23 Derivative Contracts 29 Section 3.24 Deposits 29 Section 3.25 Regulatory Actions 29 Section 3.26 Compliance with Laws and Regulatory Filings 30 Section 3.27 Mortgage Banking Business 31 Section 3.28 Shareholders’ List 32 Section 3.29 SEC Status; Securities Issuances 32 Section 3.30 Fiduciary Responsibilities 32 Section 3.31 Dissenting Shareholders 32 Section 3.32 Books and Records 33 Section 3.33 Due Diligence by Mainland Bank 33 Section 3.34 Guaranties 34 Section 3.35 Indemnification 34 Section 3.36 Fairness Opinion 34 Section 3.37 Representations Not Misleading 34 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF INVESTAR 34 Section 4.1 Organization 34 Section 4.2 Capitalization 35 Section 4.3 Approvals; Authority 35 Section 4.4 No Conflict With Other Instruments 36 Section 4.5 Consents and Approvals 36 Section 4.6 Financial Statements 36 Section 4.7 Employment Relations 37 Section 4.8 SEC Reports 37 Section 4.9 Regulatory Actions 37 Section 4.10 Compliance with Laws and Regulatory Filings 38 Section 4.11 Absence of Certain Changes or Events 38 Section 4.12 Representations Not Misleading 38 ARTICLE V COVENANTS OF MAINLAND BANK 38 Section 5.1 Commercially Reasonable Efforts 38 Section 5.2 Regulatory Filings 38 Section 5.3 Information 39 Section 5.4 Approval of Shareholders of Mainland Bank 39 Section 5.5 Activities of Mainland Bank Pending Closing 40 Section 5.6 Access to Properties and Records 43 Section 5.7 Information for Regulatory Applications and Proxy Statement/Prospectus 44 Section 5.8 No Solicitation 44 Section 5.9 Receipt of Superior Proposal 47...
REPRESENTATIONS AND WARRANTIES OF MAINLAND BANK. Mainland Bank hereby makes the following representations and warranties to Investar as of the date of this Agreement and as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF MAINLAND BANK. Mainland Bank is a Texas state non-member bank, duly organized, validly existing and in good standing under the laws of the State of Texas. Mainland Bank has all requisite corporate power and authority (including all licenses, franchises, permits and other governmental authorizations as are legally required) to carry on its business as now being conducted, to own, lease and operate its properties and assets as now owned, leased or operated and to enter into and carry out its obligations under this Bank Merger Agreement.
