REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. Except as Previously Disclosed, Southwest hereby represents and warrants to Xxxxxxx as follows:
REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. Southwest represents and warrants to Correspondent that:
REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. Southwest represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. Southwest hereby represents and warrants to FNB as follows:
REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. 11 4.1. Organization, Standing, and Power. 11 4.2. Authority of Southwest; No Breach By Agreement. 11 4.3. Capitalization of Southwest. 12 4.4. Capitalization of Southwest Bank. 13 4.5. Southwest Subsidiaries. 13 4.6. Regulatory Reports. 14 4.7. Financial Matters. 15 4.8. Books and Records. 17 4.9. Absence of Undisclosed Liabilities. 17 4.10. Absence of Certain Changes or Events. 17 4.11. Tax Matters. 19 4.12. Assets. 20 4.13. Intellectual Property; Privacy. 21 4.14. Environmental Matters. 22 4.15. Compliance with Laws. 22 4.16. Community Reinvestment Act Performance. 23 4.17. Foreign Corrupt Practices. 24 4.18. Labor Relations. 24 4.19. Employee Benefit Plans. 26 4.20. Material Contracts. 28 4.21. Agreements with Regulatory Authorities. 29 4.22. Investment Securities. 30 4.23. Derivative Instruments and Transactions. 30 4.24. Legal Proceedings. 30 1 4.25. Statements True and Correct. 31 4.26. State Takeover Statutes and Takeover Provisions. 31 4.27. Opinion of Financial Advisor. 31 4.28. Tax and Regulatory Matters. 31 4.29. Loan Matters. 32 4.30. Deposits. 33 4.31. Allowance for Loan and Lease Losses. 33 4.32. Insurance. 33 4.33. OFAC; Sanctions. 34 4.34. Brokers and Finders. 34 4.35. Transactions with Affiliates. 34 4.36. No Investment Adviser Subsidiary. 34 4.37. No Broker-Dealer Subsidiary. 34 4.38. No Insurance Subsidiary. 34
REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. 3.1 Organization; Authority 3.2 Affiliates, Ownership Interests 3.3 Charter Documents 3.4 Capitalization of Southwest 3.5 Authorization
REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. As a material inducement to Parent and Acquisition Co. to enter into this Agreement, with the understanding that Parent and Acquisition Co. will be relying thereon in consummating the transactions contemplated hereunder, Southwest hereby represents and warrants to Parent and Acquisition Co. that, except as set forth in the Southwest Disclosure Schedule attached hereto, which is divided into sections that correspond to the individual sections of this Article III, as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF SOUTHWEST. Southwest hereby represents and warrants to NPL as follows:
