REPRESENTATIONS AND WARRANTIES OF CENTERSTATE. Section 4.01 Organization and Standing. 30 Section 4.02 Capital Stock. 30 Section 4.03 Corporate Power. 31 Section 4.04 Corporate Authority. 31 Section 4.05 SEC Documents; Financial Statements 31 Section 4.06 Regulatory Reports 32 Section 4.07 Regulatory Approvals; No Defaults 32 Section 4.08 CenterState Information 33 Section 4.09 Absence of Certain Changes or Events 33 Section 4.10 Compliance with Laws 33 Section 4.11 CenterState Regulatory Matters 34 Section 4.12 Brokers 35 Section 4.13 Tax Matters 35 Section 4.14 Regulatory Capitalization 36 Section 4.15 No Financing 36 ARTICLE V COVENANTS Section 5.01 Covenants of HCBF 36 Section 5.02 Covenants of CenterState 41 Section 5.03 Commercially Reasonable Efforts 41 Section 5.04 Shareholder Approval 41 Section 5.05 Registration Statement; Proxy Statement-Prospectus; NASDAQ Listing 43 Section 5.06 Regulatory Filings; Consents 44 Section 5.07 Publicity 45 Section 5.08 Access; Current Information 45 Section 5.09 No Solicitation by HCBF; Superior Proposals 46 Section 5.10 Indemnification 49 Section 5.11 Employees; Benefit Plans 50 Section 5.12 Notification of Certain Changes 52 Section 5.13 Transition; Informational Systems Conversion 53 Section 5.14 No Control of Other Party’s Business. 53 Section 5.15 Certain Litigation 53 Section 5.16 Director Resignations 53 Section 5.17 Non-Competition and Non-Disclosure Agreement 54 Section 5.18 Claims Letters 54 Section 5.19 Coordination 54 Section 5.20 Transactional Expenses 55 Section 5.21 Confidentiality 55 Section 5.22 Tax Matters 55 Section 5.23 Loss Share Agreements 55 Section 5.24 Retention Bonus Payments 55 ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF CENTERSTATE. Except (a) as disclosed in the disclosure schedule delivered by CenterState to South State concurrently herewith (the “CenterState Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the CenterState Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by CenterState that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to have a Material Adverse Effect and (iii) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this Article III 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 other sections or (b) as disclosed in any CenterState Reports filed by CenterState since December 31, 2017, and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), CenterState hereby represents and warrants to South State as follows:
REPRESENTATIONS AND WARRANTIES OF CENTERSTATE. Except as set forth in the disclosure schedule delivered by CenterState to HCBF prior to or concurrently with the execution of this Agreement with respect to each such Section below (the “CenterState Disclosure Schedule”), CenterState hereby represents and warrants to HCBF as follows:
REPRESENTATIONS AND WARRANTIES OF CENTERSTATE. Except as (i) Previously Disclosed or (ii) disclosed in any CenterState SEC Reports or other publicly available document filed with or furnished by CenterState to the SEC in each case after December 31, 2011 and prior to the date hereof (but excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly cautionary, non-specific or predictive or forward-looking in nature), CenterState hereby represents and warrants to First Southern as follows:
REPRESENTATIONS AND WARRANTIES OF CENTERSTATE. Except as Previously Disclosed, CenterState hereby represents and warrants to HBC as follows:
REPRESENTATIONS AND WARRANTIES OF CENTERSTATE. Except as (i) Previously Disclosed or (ii) disclosed in any CenterState SEC Reports or other publicly available document filed with or furnished by CenterState to the SEC in each case after December 31, 2015 and prior to the date hereof (but excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly cautionary, non-specific or predictive or forward-looking in nature), CenterState hereby represents and warrants to PBHC as follows:
REPRESENTATIONS AND WARRANTIES OF CENTERSTATE. Except as (i) Previously Disclosed or (ii) disclosed in any CenterState SEC Reports or other publicly available document filed with or furnished by CenterState to the SEC prior to the date hereof (but excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or predictive or forward-looking in nature), CenterState hereby represents and warrants to Gulfstream as follows:
REPRESENTATIONS AND WARRANTIES OF CENTERSTATE. Section 4.01 Organization and Standing 30 Section 4.02 Capital Stock 30 Section 4.03 Corporate Power 30 Section 4.04 Corporate Authority 31 Section 4.05 SEC Documents; Financial Statements 31 Section 4.06 Regulatory Reports 32 Section 4.07 Regulatory Approvals; No Defaults 32 Section 4.08 CenterState Information 33 Section 4.09 Absence of Certain Changes or Events 33 Section 4.10 Compliance with Laws 33 Section 4.11 CenterState Regulatory Matters 34 Section 4.12 Brokers 35 Section 4.13 Tax Matters 35 Section 4.14 Regulatory Capitalization 35 Section 4.15 No Financing 36 ARTICLE V COVENANTS
REPRESENTATIONS AND WARRANTIES OF CENTERSTATE. Except as (i) Previously Disclosed or (ii) disclosed in any CenterState SEC Reports or other publicly available document filed with or furnished by CenterState to the SEC in each case after December 31, 2015 and prior to the date hereof (but excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly cautionary, non-specific or predictive or forward-looking in nature), CenterState hereby represents and warrants to GFHF as follows:
REPRESENTATIONS AND WARRANTIES OF CENTERSTATE
