REPRESENTATIONS AND WARRANTIES OF TARGET AND TARGET BANK. Target hereby represents and warrants to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF TARGET AND TARGET BANK. Target and Target Bank represent and warrant to Acquiror and Bank as follows:
REPRESENTATIONS AND WARRANTIES OF TARGET AND TARGET BANK. SECTION 4.1 Organization, Standing and Power 8 SECTION 4.2 Authority; No Breach 9 SECTION 4.3 Capital Stock 10 SECTION 4.4 Target Subsidiary 10 SECTION 4.5 Financial Statements 10 SECTION 4.6 Absence of Undisclosed Liabilities 11 SECTION 4.7 Absence of Certain Changes or Events 11 SECTION 4.8 Tax Matters 11 SECTION 4.9 Target Allowance for Possible Loan Losses 12 SECTION 4.10 Assets 13 SECTION 4.11 Environmental Matters 13 SECTION 4.12 Compliance with Laws 14 SECTION 4.13 Labor Relations 16 SECTION 4.14 Employee Benefit Plans 16 SECTION 4.15 Material Contracts 18 SECTION 4.16 Legal Proceedings 19 SECTION 4.17 Reports 19 SECTION 4.18 Statements True and Correct 19 SECTION 4.19 Tax and Regulatory Matters 20 SECTION 4.20 Intellectual Property 20 SECTION 4.21 Charter Provisions 21 SECTION 4.22 State Takeover Laws 21 SECTION 4.23 Derivatives 21 SECTION 4.24 Community Reinvestment Act 21 SECTION 4.25 Privacy of Customer Information 21 SECTION 4.26 Technology Systems 21 SECTION 4.27 Opinion of Financial Advisor 22 SECTION 4.28 Board Recommendation 22
REPRESENTATIONS AND WARRANTIES OF TARGET AND TARGET BANK. 5.1 Organization, Standing, and Power 5.2 Authority of Target; No Breach By Agreement 5.3 Capital Stock 5.4 Target Subsidiaries 5.5 SEC Filings; Financial Statements 8 5.6 Absence of Undisclosed Liabilities 5.7 Loan and Investment Portfolios 5.8 Absence of Certain Changes or Events 5.9 Tax Matters 5.10 Allowance for Possible Loan Losses 11 5.11 Assets 11 5.12 Intellectual Property 5.13 Environmental Matters 13 5.14 Compliance with Laws 5.15 Labor Relations 5.16 Employee Benefit Plans 15 5.17 Material Contracts 5.18 Legal Proceedings 5.19 Reports 19 5.20 Accounting, Tax and Regulatory Matters 20 5.21 Internal Accounting and Disclosure Controls 20 5.22 Community Reinvestment Act 20 5.23 Privacy of Customer Information 20 5.24 Technology Systems 20 5.25 Bank Secrecy Act Compliance 21 5.26 Target Disclosure Memorandum 21 5.27 Board Recommendation 5.28 Opinion of Financial Advisor 21 ARTICLE 6
