REPRESENTATIONS, WARRANTIES AND COVENANTS OF EAST ALABAMA. 17 5.1 Organization 17 5.2 Capital Stock 17 5.3 Subsidiaries 18 5.4 Financial Statements; Taxes 18 5.5 Absence of Material Adverse Effect 19 5.6 Title and Related Matters 21 5.7 Commitments 21 5.8 Charter and Bylaws 22 5.9 Litigation 22 5.10 Material Contract Defaults 22 5.11 No Conflict with Other Instrument 22 5.12 Governmental Authorization 22 5.13 Absence of Regulatory Communications; Filings 22 5.14 Absence of Material Adverse Effect 23 5.15 Insurance 23 5.16 Benefit Plans 23 5.17 Buy-Sell Agreement 25 5.18 Brokers 25 5.19 Approval of Agreement 25 5.20 Disclosure 25 5.21 Proxy Statement 26 5.22 Loans; Adequacy of Allowance for Loan Losses 26 5.23 Fair Housing Act, Home Mortgage Disclosure Act and Equal Credit Opportunity Act and Flood Disaster Protection Act 26 5.24 Bank Secrecy Act, Foreign Corrupt Practices Act and U.S.A. Patriot Act 27 5.25 Environmental Matters 27 5.26 Collective Bargaining 28 5.27 Labor Disputes 28 5.28 Derivative Contracts 28 5.29 Intellectual Property 28 5.30 Technology Systems 29 5.31 Community Reinvestment Act Compliance 29 5.32 Transaction Costs 29 5.33 Termination Penalties 29 5.34 No Additional Representations 29 Article 6 ADDITIONAL COVENANTS 30 6.1 Additional Covenants of SSB 30 6.2 Additional Covenants of East Alabama 35 Article 7 MUTUAL COVENANTS AND AGREEMENTS 39 7.1 Best Efforts, Cooperation 39 7.2 Press Release 39 7.3 Mutual Disclosure 40 7.4 Access to Properties and Records 40 7.5 Notice of Adverse Changes 40 7.6 Confidentiality 40 Article 8 CONDITIONS TO OBLIGATIONS OF ALL PARTIES 41 8.1 Approval by Shareholders 41 8.2 Regulatory Authority Approval 41 8.3 Litigation 42 Article 9 CONDITIONS TO OBLIGATIONS OF EAST ALABAMA 42 9.1 Representations, Warranties and Covenants 42 9.2 Adverse Changes 42 9.3 Closing Certificate 42 9.4 Fairness Opinion 43 9.5 Other Matters 43 9.6 Material Events 44 9.7 No Superior Proposal 44 9.8 Support Agreements 44 Article 10 CONDITIONS TO OBLIGATIONS OF SSB 44 10.1 Representations, Warranties and Covenants 44 10.2 Adverse Changes 44 10.3 Closing Certificate 44 10.4 Other Matters 45 10.5 Dissenters 45 10.6 Material Events 45 10.7 Exemption from Registration 45 Article 11 TERMINATION OF REPRESENTATIONS AND WARRANTIES 45 Article 12 NOTICES 46 Article 13 AMENDMENT OR TERMINATION 47 13.1 Amendment 47 13.2 Termination 47 13.3 Damages 48 Article 14 DEFINITIONS 49 Article 15 MISCELLANEOUS 57 15.1 Expenses 57 15.2 Benefit and Assignment 58 15.3 Governing Law 58 15.4 Counterparts 58 15.5 Headings 5...
REPRESENTATIONS, WARRANTIES AND COVENANTS OF EAST ALABAMA. Except as disclosed and set forth in the disclosure letter delivered by East Alabama to SSB prior to the execution of this Agreement (the “East Alabama Disclosure Letter”) (which sets 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 5, or to one or more of East Alabama’s covenants contained herein (provided that the mere inclusion of an item in the East Alabama Disclosure Letter as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would have a Material Adverse Effect)), East Alabama represents, warrants and covenants to and with SSB, as follows:
