REPRESENTATIONS AND WARRANTIES OF MID PENN. Mid Penn represents and warrants to First Priority that the statements contained in this Article V are correct and complete as of the date of this Agreement, except (i) as set forth in the Mid Penn Disclosure Schedules delivered by Mid Penn to First Priority on the date hereof, or (ii) disclosed in any report, schedule, form or other document filed with the SEC by Mid Penn prior to the date hereof and on or after the date on which Mid Penn filed with the SEC its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (but excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or predictive or forward-looking in nature). Mid Penn has made a good faith effort to ensure that the disclosure on each schedule of the Mid Penn Disclosure Schedule corresponds to the section referenced herein. However, for purposes of the Mid Penn Disclosure Schedule, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all schedules under which such item may be relevant. References to the Knowledge of Mid Penn shall include the Knowledge of Mid Penn Bank.
REPRESENTATIONS AND WARRANTIES OF MID PENN. 41 5.1. Organization 41 5.2. Capitalization 42 5.3. Authority; No Violation 43 5.4. Consents 44 5.5. Financial Statements; Undisclosed Liabilities 44 5.6. Taxes 46 5.7. No Material Adverse Effect 46 5.8. No Default under Material Contracts 46 5.9. Ownership of Property; Insurance Coverage 47 5.10. Legal Proceedings 47 5.12. Employee Benefit Plans 49 5.13. Environmental Matters 50 5.14. Brokers, Finders and Financial Advisors 51 5.15. Loan Matters 51 5.16. No Brunswick Capital Stock 51 5.17. SEC Reports 51 5.18. Required Vote 52 5.19. Registration Obligations 52 5.20. Risk Management Instruments 52 5.21. Fairness Opinion 53 5.22. Fiduciary Accounts 53 5.23. Mid Penn Information Supplied 53 5.24. Reorganization 53 5.25. No Financing 53 5.26. Intellectual Property 53 5.27. Labor Matters 54 5.28. Takeover Laws 54 5.29. Quality of Representations 54 5.30. No Other Representations or Warranties 54 ARTICLE VI COVENANTS OF BRUNSWICK 55 6.1. Conduct of Business 55 6.2. Financial and Other Statements 60 6.3. Maintenance of Insurance 60 6.4. Disclosure Supplements 60 6.5. Consents and Approvals of Third Parties 61 6.6. Commercially Reasonable Efforts 61 6.7. Failure to Fulfill Conditions 61 6.8. No Other Bids and Related Matters 61 6.9. Reserves and Merger-Related Costs 64 6.10. Board of Directors and Committee Meetings 65 6.11. Affiliate Letters 65 6.12. Proxy Solicitor 65 6.13. Approval of Bank Plan of Merger 65 6.14. Compliance with Section 409A 65 6.15. Benefit Acknowledgement 66 ARTICLE VII
