REPRESENTATIONS AND WARRANTIES OF TARGET AND TARGET BANKS. SECTION 4.1 Organization, Standing and Power. 8 SECTION 4.2 Authority; No Breach. 8 SECTION 4.3 Capital Stock. 9 SECTION 4.4 Target Subsidiaries. 9 SECTION 4.5 Financial Statements. 10 SECTION 4.6 Absence of Undisclosed Liabilities. 11 SECTION 4.7 Absence of Certain Changes or Events. 11 SECTION 4.8 Tax Matters. 11 SECTION 4.9 Target Allowance for Possible Loan Losses. 12 SECTION 4.10 Assets. 13 SECTION 4.11 Environmental Matters. 13 SECTION 4.12 Compliance with Laws. 14 SECTION 4.13 Labor Relations. 15 SECTION 4.14 Employee Benefit Plans. 16 SECTION 4.15 Material Contracts. 18 SECTION 4.16 Legal Proceedings. 18 SECTION 4.17 Reports. 19 SECTION 4.18 Statements True and Correct. 19 SECTION 4.19 Tax and Regulatory Matters. 19 SECTION 4.20 Intellectual Property. 20 SECTION 4.21 Charter Provisions. 20 SECTION 4.22 State Takeover Laws. 21 SECTION 4.23 Derivatives. 21 SECTION 4.24 Community Reinvestment Act. 21 SECTION 4.25 Privacy of Customer Information. 21 SECTION 4.26 Technology Systems. 21 SECTION 4.27 Opinion of Financial Advisor. 22 SECTION 4.28 Insurance Agency. 22 SECTION 4.29 Board Recommendation. 22
REPRESENTATIONS AND WARRANTIES OF TARGET AND TARGET BANKS. Target and Target Banks hereby, jointly and severally, represent and warrant to Purchaser as follows:
