Disclosure on Schedules. For purposes of this Agreement, a disclosure by any party hereto of any fact on any Schedule shall be deemed a disclosure on every Schedule of any party hereto to the extent such disclosure properly could have been made thereon but was not made.
Disclosure on Schedules. The parties acknowledge that ----------------------- notwithstanding the provisions of the Agreement stating all Schedules and Exhibits to this Agreement are attached to the Agreement, none of the Schedules have been attached and certain of the Exhibits have not been attached. Sellers will deliver to Purchaser all Schedules to be attached to this Agreement as soon as reasonably possible but no later than thirty (30) days from the date of this Agreement. Purchaser will have fourteen (14) days from the date of delivery of the Schedules to review the Schedules and terminate the Agreement by sending written notice to Companies, if Purchaser is not satisfied with any material matter revealed by any Schedule. The parties hereto shall use their best efforts to agree upon and attach to this Agreement all Exhibits not attached to this Agreement on the date of this Agreement's execution. If the parties can not agree upon any Exhibits not attached to this Agreement by July 15, 1998, any of the parties may terminate this Agreement by sending written notice of termination to the other parties. Once the Schedules are produced and the Exhibits agreed upon the parties hereto shall execute a signature page which states that attached to the signature page are the Schedules and Exhibits to this Agreement. For purposes of this Agreement, a disclosure by any party hereto of any fact on any Schedule shall be deemed a disclosure on every Schedule of any party hereto to the extent such disclosure properly could have been made thereon but was not made. The parties to this Agreement shall have the obligation to supplement or amend the Schedules being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules. The obligations of the parties to amend or supplement the Schedules shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, the condition to Closing set forth in Section 6.1 shall not be satisfied, if the amendment or supplementation of any Schedule by Sellers results in any of Sellers' representations and warranties changing in a manner which the Purchaser in good faith believes is materially adverse to the Purchaser, the Assets or the Business.
Disclosure on Schedules. Items that are disclosed on any Schedule in such a way as to make their relevance to the information called for by another Schedule readily apparent shall be deemed disclosed on such other Schedule.
Disclosure on Schedules. Disclosure of information on any Schedule hereto shall be deemed to satisfy the disclosure requirements of any other Schedule hereto to which such information may also be applicable.
Disclosure on Schedules. Disclosure of a specific item in any one Schedule hereto shall be deemed a disclosure as to all other applicable Schedules if either (a) there is an explicit cross-reference to another Schedule or Schedules, or (b) the party to whom the disclosure is being made could reasonably be expected to ascertain the scope of the modification to another representation notwithstanding the absence of a cross-reference.
Disclosure on Schedules. The parties to this Agreement shall have the obligation to supplement or amend the Schedules being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules. The obligations of the parties to amend or supplement the Schedules shall terminate on the Closing Date.
Disclosure on Schedules. The inclusion of information in any of such Schedules hereto shall not be construed as an admission that such information is material to the FinanceCo Companies. In addition, matters reflected in such Schedules are not necessarily limited to matters required by this Agreement to be reflected in such Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Prior to the Closing, Seller shall have the right to supplement, modify or update the Schedules hereto; provided, however, that any such supplements or updates shall be subject to Investor's rights not to consummate the Closing pursuant to Section 4.1(a). The Section numbers in the Schedules shall be deemed to make specific reference to the corresponding Section numbers in this Agreement. An item disclosed in any Schedule which is relevant to another section, subpart or subdivision of such Schedule or to another Schedule or to any Section of this Agreement, as applicable, shall be deemed disclosed in such other section, subpart or subdivision of such Schedule and to such other Schedule and with respect to all relevant Sections of this Agreement, as applicable, to the extent that (i) a person reading such item would reasonably conclude that such item is relevant to the other section, subpart or subdivision of such Schedule or to such other Schedule or to such Section of this Agreement, as applicable, or (ii) such item is cross-referenced in such other Schedule or in such section, subpart or subdivision.
Disclosure on Schedules. The parties to this Agreement ----------------------- shall have the obligation to supplement or amend the Schedules being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules. The obligations of the parties to amend or supplement the Schedules shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, the condition to Closing set forth in Section 7.1 shall not be satisfied, if the amendment or supplementation of any Schedule by Seller results in any of Seller's representations and warranties changing in a manner which the Purchaser in good faith believes is materially adverse to the Purchaser.
Disclosure on Schedules. Disclosure of any fact or item in any Schedule or Exhibit referenced by a particular Section of this Agreement shall, should the existence of the fact or item be relevant to any other Section of this Agreement, be deemed to be disclosed with respect to such other Section whether or not a specific cross reference appears. Disclosure of any fact or item in any Schedule or Exhibit shall not necessarily mean that such fact or item, individually, is material to the Company Entities taken as a whole or to the business or financial condition of the Company Entities taken as a whole.
Disclosure on Schedules. Any document referred to on any Schedule attached to this Agreement shall be deemed to modify, qualify, limit or amend only those representations and warranties of Premier and the Bank herein which specifically refer to such Schedule, and no such document (or any information contained therein) shall be deemed in any fashion to modify, qualify, limit or amend any other representation or warranty of Premier or the Bank made in (or in connection with) this Agreement. FARMERS CAPITAL BANK CORPORATION /s/ G. Anthony Busseni ----------------------------------------- G. Anthony Busseni President CITIZENS BANK (KENTUCKY), INC. /s/ David F. Roberts ----------------------------------------- David F. Roberts President PREMIER FINANCIAL BANCORP, INC. /s/ Robert W. Walker ----------------------------------------- Robert W. Walker President EXHIBIT A --------- Citizens Bank (Kentucky) Allowance for Loan Losses Adequacy Analysis January 31, 2004 Loans Reserve Outstanding Factor Requirement Residental Mortgages (Call Report RC-C 1c) Grade 1 $ 23,644.96 0.00% $ - Grade 2 - 0.66% - Grade 3 12,316,918.47 1.33% 163,232.74 Grade 4 2,530,179.70 3.00% 75,905.39 Grade 5 1,778,263.79 5.00% 88,913.19 Grade 6 710,474.95 15.00% 106,571.24 ------------- ------------ 17,359,481.87 434,622.56 Consumer Installment Loans (RC-C 6c) Grade 1 $ 864,519.39 0.00% $ - Grade 2 - 1.25% - Grade 3 4,796,926.55 2.50% 119,740.08 Grade 4 310,014.63 3.00% 9,300.44 Grade 5 53,950.11 5.00% 2,697.51 Grade 6 174,967.94 15.00% 26,245.19 ------------- ------------ 6,200,378.62 157,983.22 All Other Loans Grade 1 $ 108,745.87 0.00% $ - Grade 2 - 1.03% - Grade 3 24,448,690.43 2.06% 503,212.17 Grade 4 1,332,564.80 3.00% 39,976.94 Grade 5 389,908.22 5.00% 19,495.41 Grade 6 347,341.78 15.00% 52,101.27 Impaired Loans Grade 6 over $100,000 $ 1,231,396.95 $ 251,758.00 Grade 7 761,403.35 395,369.00 Grade 8 43,919.94 43,920.00 SBA/USDA Guaranteed Loans 2,208,341.86 - Credit Cards - 6.32% - Overdrafts and Checking Plus 147,142.84 2.06% 3,028.55 Home Equity Lines of Credit 924,300.87 2.06% 19,024.31 Totals $55,503,617.40 $1,920,491.43 Current balance in Reserve 3.90% $2,165,768.27 ------------- Current excess (deficiency) $ 245,276.84 ============= GL Net Loan Total $53,341,426.63 Unearned Interest ILA 3.32 Loan Lxxx Reserve 2,165,768.27 Loan Balance Adjustments (3,580.82) -------------- $55,503,617.40 ============== EXHIBIT B --------- CONFIDENTIALITY AND NONCOMPETITION AGREEMENT THIS CONFIDENTIALITY AND NONCOMPETITION A...
