Representations and Warranties of Buyer and Buyer Bank. Buyer and Buyer Bank, where appropriate, represent and warrant to Seller that the following statements are true and accurate in all material respects, except as Previously Disclosed:
Representations and Warranties of Buyer and Buyer Bank. Section 4.01.
Representations and Warranties of Buyer and Buyer Bank. Section 4.01 Making of Representations and Warranties 39 Section 4.02 Organization, Standing and Authority 39 Section 4.03 Capital Stock 40 Section 4.04 Corporate Power 41 Section 4.05 Corporate Authority 41 Section 4.06 SEC Documents; Financial Statements 42 Section 4.07 Regulatory Reports 43 Section 4.08 Regulatory Approvals; No Defaults 44 Section 4.09 Legal Proceedings 45 Section 4.10 Absence of Certain Changes or Events 45 Section 4.11 Compliance with Laws 45 Section 4.12 Brokers 46 Section 4.13 Tax Matters 46 Section 4.14 Regulatory Capitalization 47 Section 4.15 Buyer Material Contracts; Defaults 47 Section 4.16 Employee Benefit Plans 48 Section 4.17 Labor Matters 49 Section 4.18 Buyer Regulatory Agreements 50 Section 4.19 Community Reinvestment Act, Anti-money Laundering and Customer Information Security 50 Section 4.20 Environmental Matters 51 Section 4.21 Deposit Insurance 51 Section 4.22 Loans 51 Section 4.23 Allowance for Loan and Lease Losses 52 Section 4.24 Intellectual Property 52 Section 4.25 Tangible Property and Assets 53 Section 4.26 Derivative Transactions 54 Section 4.27 Financing; Stock Consideration 54 Section 4.28 Buyer Information 54 Section 4.29 No Other Representations and Warranties 54
Representations and Warranties of Buyer and Buyer Bank. Except as disclosed in (a) the Buyer Reports filed after January 1, 2015, and prior to the date hereof, but excluding any risk factors or forward-looking disclosures set forth under the heading “Risk Factors,” or under the heading “Special Note Regarding Forward-Looking Statements” or any other disclosure that is non-specific, cautionary, predictive or forward-looking in nature or otherwise constitutes a “forward-looking statement” under applicable law or (b) the correspondingly-enumerated section or subsection of the disclosure schedule (the “Buyer Disclosure Schedule”) delivered by Buyer and Buyer Bank to Seller prior to the execution of this Agreement (which schedule 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 III or to one or more of Buyer’s covenants contained in Article V, provided, however, that, notwithstanding anything in this Agreement to the contrary, any disclosures made with respect to a section of this Article III shall be deemed to qualify any other section of this Article III (i) specifically referenced or cross-referenced or (ii) to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such section), Buyer and Buyer Bank, jointly and severally, hereby represent and warrant to Seller and Seller Bank as follows:
Representations and Warranties of Buyer and Buyer Bank. Buyer and Buyer Bank, where appropriate, represent and warrant to Seller as follows, except as Previously Disclosed:
Representations and Warranties of Buyer and Buyer Bank. 24 4.1 Organization, Standing and Authority of Buyer.....................24 4.2 Organization, Standing and Authority of Buyer Bank................24 4.3 Authorized and Effective Agreement................................25 4.4 Securities Documents and Regulatory Reports.......................26 4.5
Representations and Warranties of Buyer and Buyer Bank. Buyer and Buyer Bank represent and warrant to Seller and Seller Bank that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV), except as Previously Disclosed by Buyer on the date hereof, and except as to any representation or warranty which specifically relates to an earlier date. Buyer and Buyer Bank have made a good faith effort to ensure that any item Previously Disclosed corresponds to the section reference herein. However, any item Previously Disclosed is deemed to be fully disclosed with respect to all schedules under which such item may be relevant as and to the extent that it is reasonably clear on the face of such schedule that such item applies to such other schedule. References to the knowledge of Buyer shall include the knowledge of Buyer Bank.
Representations and Warranties of Buyer and Buyer Bank. Buyer and Buyer Bank hereby represent and warrant to Seller and Seller Bank as follows as of the date hereof and as of the Effective Time of the Merger (except as otherwise provided in Section 9.1 as of the Effective Time):
Representations and Warranties of Buyer and Buyer Bank. Except as set forth in the Buyer Disclosure Schedules, Buyer hereby represents and warrants to Seller that the following statements contained in this Article V are true, correct and complete as of the date of this Agreement and will be true, correct and complete as of the Effective Date (as though made then and as though the Effective Date were substituted for the date of this Agreement throughout this Article V), except as to any representation or warranty which specifically relates to an earlier date, which only need be correct as of such earlier date. Buyer Disclosure Schedules are arranged in sections corresponding to the sections and subsections of this Article V, and disclosure in one section of Buyer Disclosure Schedules shall constitute disclosure for all sections of Buyer Disclosure Schedules to the extent to which the applicability of such disclosure is reasonably apparent.
Representations and Warranties of Buyer and Buyer Bank
