FIRSTBANK’S REPRESENTATIONS AND WARRANTIES Sample Clauses

FIRSTBANK’S REPRESENTATIONS AND WARRANTIES. Except as specifically disclosed in the Firstbank SEC Reports filed with or furnished to the SEC prior to the date of this Plan of Merger (excluding any risk factor disclosures set forth under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other forward-looking statement of risk that does not contain a reasonable level of detail about the risks of which the statement warns) or as specifically disclosed in the disclosure letter delivered by Firstbank to Mercantile prior to or concurrently with the execution of this Plan of Merger (the “Firstbank Disclosure Letter”), it being understood and agreed that the disclosure of any item in the Firstbank SEC Reports shall be deemed disclosure only to the extent the relevance of such disclosure to the sections or subsections of this Article III is reasonably apparent on the face of such disclosure, Firstbank represents and warrants to Mercantile that:
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FIRSTBANK’S REPRESENTATIONS AND WARRANTIES. 8 3.1 Authorization, No Conflicts, Etc. 8 3.2 Organization and Good Standing. 9 3.3 Subsidiaries. 10 3.4 Capital Stock. 10 3.5 Financial Statements. 11 3.6 Absence of Certain Changes or Events. 12 3.7 Legal Proceedings. 12 3.8 Regulatory Filings. 13 3.9 No Indemnification Claims. 13 3.10 Conduct of Business. 13 3.11 Transaction Documents. 13 3.12 Agreements With Bank Regulators. 14 3.13 Tax Matters. 14 3.14 Properties. 15 3.15 Intellectual Property. 16 3.16 Required Licenses, Permits, Etc. 16 3.17 Material Contracts and Change of Control. 16 3.18 Labor and Employment Matters. 19 3.19 Employee Benefits. 20 3.20 Environmental Matters. 22 3.21 Duties as Fiduciary. 23 3.22 Investment Bankers and Brokers. 23

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