Representations, Warranties and Covenants of Premier and Premier Bank. No representation or warranty of Premier or Premier Bank contained in Section 3 or of First Bank contained in Section 4 shall be deemed untrue, inaccurate or incorrect for any purpose under this Agreement, and no party hereto shall be deemed to have breached a representation or warranty for any purpose under this Agreement, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties contained in Section 3, in the case of Premier or Premier Bank, or Section 4, in the case of First Bank, has had or would reasonably be expected to have a Material Adverse Effect with respect to Premier or Premier Bank or a Material Adverse Effect with respect to First Bank, (disregarding for purposes of Section 3 and Section 4 all qualifications or limitations set forth in any representations or warranties as to “materiality,” “Material Adverse Effect,” and words of similar import). Notwithstanding the immediately preceding sentence, the representations and warranties contained in Section 3.2 and Section 4.2 shall be deemed untrue and incorrect if not true and correct except to a de minimis extent. Except as disclosed in the Disclosure Letter (as defined in Section 14.15), Premier and Premier Bank hereby jointly and severally represent and warrant to and covenant with First Bank that:
