REPRESENTATIONS AND WARRANTIES OF PEOPLES. Except as disclosed in the disclosure schedule delivered by Peoples to Limestone concurrently herewith to the extent applicable (the “Peoples Disclosure Schedule”); provided that (i) the mere inclusion of an item in the Peoples Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Peoples 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 (iii) any disclosures made with respect to a section of Article V shall be deemed to qualify any other section of Article V specifically referenced or cross-referenced, Peoples hereby represents and warrants to Limestone as follows:
REPRESENTATIONS AND WARRANTIES OF PEOPLES. References to "
REPRESENTATIONS AND WARRANTIES OF PEOPLES. 14 5.1 Organization, Standing, and Power 15 5.2 Authority; No Breach By Agreement 15 5.3 Reports 16 5.4 Capital Stock 16 5.5 Peoples Subsidiaries 17 5.6 Financial Statements 17 5.7 Absence of Certain Changes or Events 18 5.8 Risk Management Instruments 18 5.9 Investments 18 5.10 Allowances for Possible Loan Losses 18 5.11 Tax Matters 19 5.12 Internal Controls; Disclosure Controls 19 5.13 Intellectual Property 20 5.14 Community Reinvestment Compliance 21 5.15 Certain Business Practices 21 5.16 Assets 21 5.17 Environmental Matters 21 5.18 Compliance with Laws 22 5.19 Labor Relations 22 5.20 Employee Benefit Plans 23 5.21 Material Contracts; Defaults 25 5.22 Legal Proceedings 25 5.23 Tax and Regulatory Matters 25 5.24 Charter Provisions 25 5.25 Minute Books 26 5.26 No Existing Discussions 26 5.27 State Takeover Laws 26 5.28 Statements True and Correct 26 ARTICLE SIX 27
REPRESENTATIONS AND WARRANTIES OF PEOPLES. Before entry into this Agreement, Peoples delivered to BancTrust the Peoples Disclosure Memorandum, setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article Five or to one or more of its covenants contained in Article Seven; provided that the inclusion of an item in the Peoples Disclosure Memorandum as an exception to a representation or warranty will not by itself be deemed an admission by Peoples that such item is Material or was required to be disclosed therein. While Peoples has used its reasonable best efforts to identify in the Peoples Disclosure Memorandum the particular representation or warranty or covenant to which each such disclosure or exception relates, each such disclosure or exception shall be deemed disclosed for purposes of all representations and warranties in Article Five, all covenants in Article Seven and the Disclosure Memorandum. For all purposes of this Agreement, no representation or warranty of Peoples contained in Article Five (other than the representations and warranties contained in Section 5.4 which shall be true in all Material respects) will be deemed untrue, and no party will be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance or event, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty contained in Article Five, has had or is reasonably likely to have a Material Adverse Effect with respect to Peoples or with respect to BancTrust following the Merger. Except as Previously Disclosed, Peoples hereby represents and warrants to BancTrust as follows:
REPRESENTATIONS AND WARRANTIES OF PEOPLES. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in a Section of its Disclosure Schedule corresponding to the relevant Section below, Peoples hereby represents and warrants to NB&T Financial that the following are true and correct:
REPRESENTATIONS AND WARRANTIES OF PEOPLES. Except (a) as disclosed in the disclosure schedule delivered by Peoples to Premier Financial concurrently herewith to the extent applicable (the “Peoples Disclosure Schedule”); provided that (i) the mere inclusion of an item in the Peoples Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Peoples 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
REPRESENTATIONS AND WARRANTIES OF PEOPLES. As an inducement to United to enter into this Agreement and to consummate the transactions contemplated hereby, Peoples represents, warrants, covenants and agrees as follows:
REPRESENTATIONS AND WARRANTIES OF PEOPLES. 27 4.01. Representations and Warranties of Peoples............................27 ARTICLE FIVE -- FURTHER COVENANTS OF KBI......................................31
REPRESENTATIONS AND WARRANTIES OF PEOPLES. Peoples hereby warrants and represents to KBI that:
REPRESENTATIONS AND WARRANTIES OF PEOPLES. On or prior to the date hereof, Peoples has delivered to MainSource a schedule (the "Disclosure Schedule") setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Section 4 or to one or more of its covenants contained in Section 6; provided, that the mere inclusion of an item in the Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Peoples 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 (as defined below).
