REPRESENTATIONS AND WARRANTIES OF WBI. AND THE BANK 15 4.1 Capital Structure of WBI and the Bank. 15 4.2 Organization, Standing and Authority of WBI and the Bank. 16 4.3 Subsidiaries 16 4.4 Authorized and Effective Agreement; Consents and Approvals. 16 4.5 Regulatory Reports and Agreements. 17 4.6 Financial Statements. 18 4.7 No Material Adverse Change 19 4.8 Environmental Matters. 20 4.9 Tax Matters. 21 4.10 Legal Proceedings. 21 4.11 Compliance with Laws. 21 4.12 Employee Matters and ERISA. 22 4.13 Certain Contracts. 23 4.14 Brokers and Finders. 24 4.15 Insurance 24 4.16 Properties 24 4.17 Transactions with Affiliates. 25 4.18 Loans. 25 4.19 Intellectual Property 25 4.20 Disclosures. 26 i ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BSVN 26 5.1 Organization, Standing and Authority 26 5.2 Authorized and Effective Agreement; Consents and Approvals. 26 5.3 Legal Proceedings. 27 5.4 BSVN Financial Statements. 27 5.5 Compliance Matters. 28 5.6 Financial Resources. 28 5.7 Brokers and Finders 28 5.8 Disclosures 28 ARTICLE VI. COVENANTS 28 6.1 Commercially Reasonable Efforts. 28 6.2 Consents. 29 6.3 Investigation and Confidentiality 29 6.4 Press Releases. 29 6.5 Business of WBI and the Bank; Terminating Employee Plans. 30 6.6 Shareholder Approval. 34 6.7 No Solicitation 34 6.8 Indemnification; Insurance 34 6.9 Regulatory Approvals. 35 6.10 Disclosure Supplements 36 6.11 Failure to Fulfill Conditions 36 6.12 Employee Matters 36 6.13 Environmental Assessments. 36 6.14 Conforming Accounting Adjustments 37 6.15 Termination of Retirement & Employee Savings Plans. 37 6.16 Salary Continuation Agreements. Bank shall: 38 6.17 Bank-Owned Life Insurance 38 6.18 Purchase or Terminate Insurance Policies 38 ARTICLE VII. CONDITIONS PRECEDENT 38 7.1 Conditions Precedent – All Parties 38 7.2 Conditions Precedent – The Bank 39 7.3 Conditions Precedent – BSVN 39 ARTICLE VIII. TERMINATION, WAIVER AND AMENDMENT 40 8.1 Termination 40 8.2 Effect of Termination. 41 8.3 Survival of Representations, Warranties and Covenants. 41 8.4 Waiver 41 8.5 Amendment or Supplement. 41 ARTICLE IX. INDEMNIFICATION 41 9.1 Indemnification. 41 9.2 Limitations on Amount of Indemnification. 42 9.3 Indemnification Procedures 42 9.4 Treatment of Indemnification Payments 43 9.5 Exclusive Remedies 43 ii ARTICLE X. MISCELLANEOUS 44 10.1 Appointment of Representative 44 10.2 Expenses 44 10.3 Entire Agreement 44 10.4 Assignment; Successors; Third-Party Beneficiaries 44 10.5 Specific Performance; Remedies Not Exclusive 45 10.6 Attorneys’ Fees 45 10.7 N...
REPRESENTATIONS AND WARRANTIES OF WBI. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in a paragraph of its Disclosure Schedule corresponding to the relevant paragraph below, WBI hereby represents and warrants to SFG:
REPRESENTATIONS AND WARRANTIES OF WBI. 85% held subsidiary GPL, and Selling Shareholders WBI, subsidiary GPL, and the Selling Shareholders (the "Entire WBI Group") each represent and warrant to TMFT as follows:
REPRESENTATIONS AND WARRANTIES OF WBI. 7 5. Representations and Warranties of BOKF and Merger Corp..................21 6. Covenants...............................................................24 7. Conditions Precedent to Closing by BOKF and Merger Corp.................40 8. Conditions Precedent to Closing by WBI and Bank ........................42 9. Closing.................................................................44 10.
REPRESENTATIONS AND WARRANTIES OF WBI. WBI hereby represents and warrants to BOKF that, now and at the time of Closing:
REPRESENTATIONS AND WARRANTIES OF WBI. WBI represents, warrants and covenants to Drinks as follows:
