Common use of Making of Representations and Warranties Clause in Contracts

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, Buyer has delivered to the Company a schedule (the “Buyer Disclosure Schedule”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of its representations and warranties contained in this Article IV; provided, however, (i) that no such item is required to be set forth on the Buyer Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 9.1 and (ii) the mere inclusion of an item in the Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Buyer that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to result in a Buyer Material Adverse Effect. Any disclosure made in the Buyer Disclosure Schedule with respect to a section of Article IV shall be deemed to qualify any other section of Article IV specifically referenced or cross-referenced or that contains sufficient detail to enable a reasonable Person to recognize the relevance of such disclosure to such other sections. All of the equity securities of each such Subsidiary held by Buyer, directly or indirectly, are validly issued, fully paid and nonassessable, not subject to preemptive or similar rights. Each of Buyer’s Subsidiaries has been duly organized and qualified under the laws of the jurisdiction of its organization and is duly qualified to do business and in good standing in the jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified. Each of Buyer’s Subsidiaries is engaged solely in activities that are permissible for a subsidiary of a bank holding company and, if a Subsidiary of a Buyer Bank, is engaged solely in activities that are permissible for the Buyer Banks, at locations where the Buyer Banks may engage in such activities and subject to the same requirements as would apply to such activities if conducted by the Buyer Banks.

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, Buyer has delivered to the Company a schedule (the “Buyer Disclosure Schedule”) listingsetting forth, among other things, items the disclosure of which is necessary or appropriate either in relation response to any an express disclosure requirement contained in a provision hereof or all of its as an exception to one or more representations and or warranties contained in this Article IVIV or to one or more of its covenants contained in Article V; provided, however, (i) that no such item is required to be set forth on the Buyer Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 9.1 and (ii) the mere inclusion of an item in the Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Buyer a party that such item represents a material exception or fact, event or circumstance or that that, absent such inclusion in the Buyer Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Buyer. (b) Except as set forth in the Buyer Disclosure Schedule, Buyer and Buyer Bank hereby represent and warrant, jointly and severally, to Company that the statements contained in this Article IV are correct as of the date of this Agreement and will be correct 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 to any representation or warranty which specifically relates to an earlier date, which only need be correct as of such earlier date. No representation or warranty of Buyer contained in this Article IV shall be deemed untrue or incorrect, and Buyer shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IV, has had or would reasonably be expected to result in have a Buyer Material Adverse Effect. Any disclosure made in the Buyer Disclosure Schedule Effect with respect to a section Buyer, disregarding for the purposes of Article IV this Section 4.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 4.02, 4.04(a), 4.05 and 4.12, which shall be deemed to qualify any other section of Article IV specifically referenced or cross-referenced or that contains sufficient detail to enable a reasonable Person to recognize the relevance of such disclosure to such other sections. All of the equity securities of each such Subsidiary held by Buyeruntrue, directly or indirectly, incorrect and breached if they are validly issued, fully paid not true and nonassessable, not subject to preemptive or similar rights. Each of Buyer’s Subsidiaries has been duly organized and qualified under the laws of the jurisdiction of its organization and is duly qualified to do business and correct in good standing in the jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified. Each of Buyer’s Subsidiaries is engaged solely in activities that are permissible for a subsidiary of a bank holding company and, if a Subsidiary of a Buyer Bank, is engaged solely in activities that are permissible for the Buyer Banks, at locations where the Buyer Banks may engage in such activities and subject to the same requirements as would apply to such activities if conducted by the Buyer Banksall material respects.

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, Buyer has delivered to the Company a schedule (the “Buyer Disclosure Schedule”) listingsetting forth, among other things, items the disclosure of which is necessary or appropriate either in relation response to any an express disclosure requirement contained in a provision hereof or all of its as an exception to one or more representations and or warranties contained in this Article IVIV or to one or more of its covenants contained in Article V; provided, however, (i) that no such item is required to be set forth on the Buyer Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 9.1 and (ii) the mere inclusion of an item in the Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Buyer a party that such item represents a material exception or fact, event or circumstance or that that, absent such inclusion in the Buyer Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Buyer. (b) Except as set forth in the Buyer Disclosure Schedule, Buyer and Buyer Bank hereby represent and warrant, jointly and severally, to Company that the statements contained in this Article IV are correct as of the date of this Agreement, except as to any representation or warranty which specifically relates to an earlier date, which only need be correct as of such earlier date. No representation or warranty of Buyer contained in this Article IV shall be deemed untrue or incorrect, and Buyer shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IV, has had or would reasonably be expected to result in have a Buyer Material Adverse Effect. Any disclosure made in the Buyer Disclosure Schedule Effect with respect to a section Buyer, disregarding for the purposes of Article IV this Section 4.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 4.02, 4.04, 4.05 and 4.12, which shall be deemed to qualify any other section of Article IV specifically referenced or cross-referenced or that contains sufficient detail to enable a reasonable Person to recognize the relevance of such disclosure to such other sections. All of the equity securities of each such Subsidiary held by Buyeruntrue, directly or indirectly, incorrect and breached if they are validly issued, fully paid not true and nonassessable, not subject to preemptive or similar rights. Each of Buyer’s Subsidiaries has been duly organized and qualified under the laws of the jurisdiction of its organization and is duly qualified to do business and correct in good standing in the jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified. Each of Buyer’s Subsidiaries is engaged solely in activities that are permissible for a subsidiary of a bank holding company and, if a Subsidiary of a Buyer Bank, is engaged solely in activities that are permissible for the Buyer Banks, at locations where the Buyer Banks may engage in such activities and subject to the same requirements as would apply to such activities if conducted by the Buyer Banksall material respects.

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, Buyer Parent has delivered to the Company a schedule (the “Buyer Parent Disclosure Schedule”) listing), among other thingsthe section numbers of which are numbered to correspond to the section numbers of this Agreement to which they refer, setting forth items the disclosure of which is necessary or appropriate either in relation response to any an express disclosure requirement contained in a provision hereof or all of its as an exception to one or more representations and or warranties contained in this Article IV4 or to one or more of Parent’s covenants contained in Article 5; provided, however, that (i) that no such item is required to be set forth on nothing in the Buyer Parent Disclosure Schedule as shall be deemed adequate to disclose an exception to a representation or a warranty if its absence is not reasonably likely to result unless such schedule identifies the exception with reasonable particularity and describes the relevant facts in the related representation or warranty being untrue or incorrect under the standards established by Section 9.1 reasonable detail and (ii) the mere inclusion of an item in the Buyer Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Buyer Parent that such item represents a material exception or fact, event or circumstance or that such item would is reasonably be expected likely to result in a Buyer Material Adverse Effect. Any disclosure made . (b) Except as set forth in (i) the Buyer Parent Reports filed prior to the date hereof or (ii) the Parent Disclosure Schedule (subject to Section 9.12), Parent and Parent Bank hereby represent and warrant to Company as follows in this Article 4. (c) Notwithstanding any other provision in this Article 4 to the contrary, any representations or warranties of Parent Bank shall be made on behalf of Parent Bank, and where applicable, Parent Bank’s wholly-owned subsidiaries, and not on behalf of Parent or any of Parent’s subsidiaries, or of any affiliate of Parent or of Parent Bank. Further, the representations and warranties of Parent Bank in this Article 4 shall be limited solely with respect to Parent Bank, and where applicable, Parent Bank’s wholly-owned subsidiaries, to the extent necessary if (i) a section Governmental Authority having jurisdiction over Parent Bank by written communication addressed to Parent Bank or its board of Article IV shall be deemed to qualify directors informs Parent Bank or its board of directors that such Governmental Authority has determined that any other section obligation of Article IV specifically referenced Parent Bank resulting from such representations or cross-referenced warranties violates Sections 23A or that contains sufficient detail to enable a reasonable Person to recognize the relevance of such disclosure to such other sections. All 23B of the equity securities of each Federal Reserve Act, as amended, or another law, rule, regulation or policy applicable to Parent Bank or Parent, (ii) a Governmental Authority notifies Parent Bank that such Subsidiary held by Buyerrepresentations or warranties, directly or indirectly, are validly issued, fully paid and nonassessable, not subject to preemptive or similar rights. Each of Buyer’s Subsidiaries has been duly organized and qualified under the laws of the jurisdiction of its organization and is duly qualified to do business and in good standing in the jurisdictions where its ownership or leasing of property or the conduct of its business requires it obligations resulting therefrom, would result in an adverse impact on Parent Bank’s examination ratings or (iii) such representations or warranties, or the obligations resulting therefrom, would give rise to be so qualified. Each of Buyer’s Subsidiaries is engaged solely in activities that are permissible for a subsidiary of a bank holding company and, if a Subsidiary of a Buyer Bank, is engaged solely in activities that are permissible for the Buyer Banks, at locations where the Buyer Banks may engage in such activities and subject to the same requirements as would apply to such activities if conducted by the Buyer Bankscivil money penalties or other sanctions.

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, Buyer has delivered to the Company Seller and Seller Bank a schedule letter that will be treated confidentially (the “Buyer Disclosure ScheduleLetter”) listing, among other things, items the disclosure of which is necessary or appropriate either in relation response to any an express disclosure requirement contained in a provision of this Agreement or all of its as an exception to one or more representations and or warranties contained in this Article IV; provided, however, that (i) that no such item is required to be set forth on the Buyer Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 9.1 and (ii) the mere inclusion of an item in the Buyer Disclosure Schedule Letter as an exception to a representation or warranty shall not be deemed an admission by Buyer that such item represents a material exception or fact, event or circumstance or that such item is or would reasonably be expected to result in have a Buyer Material Adverse Effect. Any Effect with respect to Buyer, and (ii) any disclosure made in the Buyer Disclosure Schedule with respect to a section of this Article IV shall be deemed to qualify any other section of this Article IV (A) specifically referenced or cross-referenced or that contains sufficient detail to enable a reasonable Person to recognize the relevance of in such disclosure or (B) 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. All sections of this Article IV. (b) Except as set forth in the Buyer Disclosure Letter, Buyer represents and warrants to Seller and Seller Bank that the statements contained in this Article IV are correct as of the equity securities date of each this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date of this Agreement”), which only need be correct as of the specified earlier date. No representation or warranty of Buyer contained in this Article IV shall be deemed untrue or incorrect, and Buyer shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such Subsidiary held by fact, circumstance, or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IV, has had or would reasonably be expected to have a Material Adverse Effect with respect to Buyer, directly or indirectly, are validly issued, fully paid and nonassessable, not subject to preemptive or similar rights. Each of Buyer’s Subsidiaries has been duly organized and qualified under the laws of the jurisdiction of its organization and is duly qualified to do business and in good standing in the jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified. Each of Buyer’s Subsidiaries is engaged solely in activities that are permissible for a subsidiary of a bank holding company and, if a Subsidiary of a Buyer Bank, is engaged solely in activities that are permissible disregarding for the Buyer Bankspurposes of this Section 4.1(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, at locations where however, that the Buyer Banks may engage in such activities and subject foregoing standard shall not apply to the same requirements as would apply to such activities representations and warranties contained in (a) Sections 4.7 and 4.8, which shall be deemed untrue and incorrect if conducted by the Buyer Banksnot true and correct, and (b) Sections 4.2, 4.3(a) and 4.3(b)(i), which shall be deemed untrue and incorrect if not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer, Buyer Bank and Merger Sub jointly and severally hereby makes make to the Company the representations and warranties contained in this Article IV, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, Buyer, Buyer has Bank and Merger Sub have delivered to the Company a schedule (the “Buyer Disclosure ScheduleLetter”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of its representations and warranties contained in this Article IVwarranties; provided, however, (i) that no such item is required to be set forth on the Buyer Disclosure Schedule Letter as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 9.1 and (ii) 4.1(c). Without limiting the mere inclusion scope of an item in the Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Buyer that such item represents a material exception or factimmediately preceding sentence, event or circumstance or that such item would reasonably be expected to result in a Buyer Material Adverse Effect. Any any disclosure made in the Buyer Disclosure Schedule Letter with respect to a section Section of this Article IV shall be deemed to qualify (i) any other section subsection of Article IV such Section specifically referenced or cross-referenced and (ii) any other Section or subsection of this Article to the extent that it is reasonably apparent (notwithstanding the absence of a specific cross-reference) from a reading of the disclosure that such disclosure is relevant to such other Section or subsection and contains sufficient detail to enable a reasonable Person person to recognize the relevance of such disclosure to such other sections. All Section or subsection. (c) No representation or warranty of Buyer, Buyer Bank or Merger Sub contained in this Article IV shall be deemed untrue or incorrect, and no party hereto shall be deemed to have breached a representation or warranty, as a consequence of the equity securities existence of each any fact, change, development, effect, circumstance or event unless such Subsidiary held by Buyerfact, directly change, development, effect, circumstance or indirectlyevent, are validly issuedindividually or taken together with all other facts, fully paid and nonassessablechanges, not subject developments, effects, circumstances or events inconsistent with any section of this Article IV, has had or would reasonably be expected to preemptive or similar rights. Each of Buyer’s Subsidiaries has been duly organized and qualified under the laws of the jurisdiction of its organization and is duly qualified to do business and in good standing in the jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified. Each of Buyer’s Subsidiaries is engaged solely in activities that are permissible for a subsidiary of a bank holding company and, if a Subsidiary of have a Buyer BankMaterial Adverse Effect; provided, is engaged solely in activities however, that are permissible for the Buyer Banks, at locations where the Buyer Banks may engage in such activities and subject foregoing standard shall not apply to the same requirements as would apply to such activities representations and warranties contained in Sections 4.3, 4.4, 4.15 and the first two sentences of Section 4.2, which shall be deemed untrue, incorrect and breached if conducted by the Buyer Banks.they are not true and correct in all respects. 24

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, Buyer has Company and Company Bank have delivered to the Company Parent a schedule (the “Buyer Company Disclosure Schedule”) listing), among other thingsthe section numbers of which are numbered to correspond to the section numbers of this Agreement to which they refer, setting forth items the disclosure of which is necessary or appropriate either in relation response to any an express disclosure requirement contained in a provision hereof or all of its as an exception to one or more representations and or warranties contained in this Article IV3 or to one or more of Company’s or Company Bank’s covenants contained in Article 5; provided, however, that (i) that no such item is required to be set forth on nothing in the Buyer Company Disclosure Schedule as shall be deemed adequate to disclose an exception to a representation or a warranty if its absence is not reasonably likely to result unless such schedule identifies the exception with reasonable particularity and describes the relevant facts in the related representation or warranty being untrue or incorrect under the standards established by Section 9.1 reasonable detail and (ii) the mere inclusion of an item in the Buyer Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Buyer the Company that such item represents a material exception or fact, event or circumstance or that such item would is reasonably be expected likely to result in a Buyer Material Adverse Effect. Any disclosure made . (b) Except as set forth in (i) the Buyer Company Reports filed prior to the date hereof and (ii) the Company Disclosure Schedule (subject to Section 9.12), Company and Company Bank hereby represent and warrant to Parent as follows in this Article 3. (c) Notwithstanding any other provision in this Article 3 to the contrary, any representations or warranties of Company Bank shall be made on behalf of Company Bank, and where applicable, Company Bank’s wholly-owned subsidiaries, and not on behalf of Company or any of Company’s subsidiaries, or of any Affiliate of Company or of Company Bank. Further, the representations and warranties of Company Bank in this Article 3 shall be limited solely with respect to Company Bank, and where applicable, Company Bank’s wholly-owned subsidiaries, to the extent necessary if (i) a section Governmental Authority having jurisdiction over Company Bank by written communication addressed to Company Bank or its board of Article IV shall be deemed to qualify directors informs Company Bank or its board of directors that such Governmental Authority has determined that any other section obligation of Article IV specifically referenced Company Bank resulting from such representations or cross-referenced warranties violates Sections 23A or that contains sufficient detail to enable a reasonable Person to recognize the relevance of such disclosure to such other sections. All 23B of the equity securities of each Federal Reserve Act, as amended, or another law, rule, regulation or policy applicable to Company Bank or Company, (ii) a Governmental Authority notifies Company Bank that such Subsidiary held by Buyerrepresentations or warranties, directly or indirectly, are validly issued, fully paid and nonassessable, not subject to preemptive or similar rights. Each of Buyer’s Subsidiaries has been duly organized and qualified under the laws of the jurisdiction of its organization and is duly qualified to do business and in good standing in the jurisdictions where its ownership or leasing of property or the conduct of its business requires it obligations resulting therefrom, would result in an adverse impact on Company Bank’s examination ratings or (iii) such representations or warranties, or the obligations resulting therefrom, would give rise to be so qualified. Each of Buyer’s Subsidiaries is engaged solely in activities that are permissible for a subsidiary of a bank holding company and, if a Subsidiary of a Buyer Bank, is engaged solely in activities that are permissible for the Buyer Banks, at locations where the Buyer Banks may engage in such activities and subject to the same requirements as would apply to such activities if conducted by the Buyer Bankscivil money penalties or other sanctions.

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer, Buyer Bank and Merger Sub jointly and severally hereby makes make to the Company the representations and warranties contained in this Article IV, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, Buyer, Buyer has Bank and Merger Sub have delivered to the Company a schedule (the “Buyer Disclosure ScheduleLetter”) listing, among other things, items the disclosure of which is necessary or appropriate in relation to any or all of its representations and warranties contained in this Article IVwarranties; provided, however, (i) that no such item is required to be set forth on the Buyer Disclosure Schedule Letter as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 9.1 and (ii) 4.1(c). Without limiting the mere inclusion scope of an item in the Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Buyer that such item represents a material exception or factimmediately preceding sentence, event or circumstance or that such item would reasonably be expected to result in a Buyer Material Adverse Effect. Any any disclosure made in the Buyer Disclosure Schedule Letter with respect to a section Section of this Article IV shall be deemed to qualify (i) any other section subsection of Article IV such Section specifically referenced or cross-referenced and (ii) any other Section or subsection of this Article to the extent that it is reasonably apparent (notwithstanding the absence of a specific cross-reference) from a reading of the disclosure that such disclosure is relevant to such other Section or subsection and contains sufficient detail to enable a reasonable Person person to recognize the relevance of such disclosure to such other sections. All Section or subsection. (c) No representation or warranty of Buyer, Buyer Bank or Merger Sub contained in this Article IV shall be deemed untrue or incorrect, and no party hereto shall be deemed to have breached a representation or warranty, as a consequence of the equity securities existence of each any fact, change, development, effect, circumstance or event unless such Subsidiary held by Buyerfact, directly change, development, effect, circumstance or indirectlyevent, are validly issuedindividually or taken together with all other facts, fully paid and nonassessablechanges, not subject developments, effects, circumstances or events inconsistent with any section of this Article IV, has had or would reasonably be expected to preemptive or similar rights. Each of Buyer’s Subsidiaries has been duly organized and qualified under the laws of the jurisdiction of its organization and is duly qualified to do business and in good standing in the jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified. Each of Buyer’s Subsidiaries is engaged solely in activities that are permissible for a subsidiary of a bank holding company and, if a Subsidiary of have a Buyer BankMaterial Adverse Effect; provided, is engaged solely in activities however, that are permissible for the Buyer Banks, at locations where the Buyer Banks may engage in such activities and subject foregoing standard shall not apply to the same requirements as would apply to such activities representations and warranties contained in Sections 4.3, 4.4, 4.15 and the first two sentences of Section 4.2, which shall be deemed untrue, incorrect and breached if conducted by the Buyer Banksthey are not true and correct in all respects.

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, Buyer Parent has delivered to the Company a schedule (the “Buyer "Parent Disclosure Schedule”) listing"), among other thingsthe section numbers of which are numbered to correspond to the section numbers of this Agreement to which they refer, setting forth items the disclosure of which is necessary or appropriate either in relation response to any an express disclosure requirement contained in a provision hereof or all of its as an exception to one or more representations and or warranties contained in this Article IV4 or to one or more of Parent's covenants contained in Article 5; provided, however, that (i) that no such item is required to be set forth on nothing in the Buyer Parent Disclosure Schedule as shall be deemed adequate to disclose an exception to a representation or a warranty if its absence is not reasonably likely to result unless such schedule identifies the exception with reasonable particularity and describes the relevant facts in the related representation or warranty being untrue or incorrect under the standards established by Section 9.1 reasonable detail and (ii) the mere inclusion of an item in the Buyer Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Buyer Parent that such item represents a material exception or fact, event or circumstance or that such item would is reasonably be expected likely to result in a Buyer Material Adverse Effect. Any disclosure made . (b) Except as set forth in (i) the Buyer Parent Reports filed prior to the date hereof or (ii) the Parent Disclosure Schedule (subject to Section 9.12), Parent and Parent Bank hereby represent and warrant to Company as follows in this Article 4. (c) Notwithstanding any other provision in this Article 4 to the contrary, any representations or warranties of Parent Bank shall be made on behalf of Parent Bank, and where applicable, Parent Bank's wholly-owned subsidiaries, and not on behalf of Parent or any of Parent's subsidiaries, or of any affiliate of Parent or of Parent Bank. Further, the representations and warranties of Parent Bank in this Article 4 shall be limited solely with respect to Parent Bank, and where applicable, Parent Bank's wholly-owned subsidiaries, to the extent necessary if (i) a section Governmental Authority having jurisdiction over Parent Bank by written communication addressed to Parent Bank or its board of Article IV shall be deemed to qualify directors informs Parent Bank or its board of directors that such Governmental Authority has determined that any other section obligation of Article IV specifically referenced Parent Bank resulting from such representations or cross-referenced warranties violates Sections 23A or that contains sufficient detail to enable a reasonable Person to recognize the relevance of such disclosure to such other sections. All 23B of the equity securities of each Federal Reserve Act, as amended, or another law, rule, regulation or policy applicable to Parent Bank or Parent, (ii) a Governmental Authority notifies Parent Bank that such Subsidiary held by Buyerrepresentations or warranties, directly or indirectly, are validly issued, fully paid and nonassessable, not subject to preemptive or similar rights. Each of Buyer’s Subsidiaries has been duly organized and qualified under the laws of the jurisdiction of its organization and is duly qualified to do business and in good standing in the jurisdictions where its ownership or leasing of property or the conduct of its business requires it obligations resulting therefrom, would result in an adverse impact on Parent Bank's examination ratings or (iii) such representations or warranties, or the obligations resulting therefrom, would give rise to be so qualified. Each of Buyer’s Subsidiaries is engaged solely in activities that are permissible for a subsidiary of a bank holding company and, if a Subsidiary of a Buyer Bank, is engaged solely in activities that are permissible for the Buyer Banks, at locations where the Buyer Banks may engage in such activities and subject to the same requirements as would apply to such activities if conducted by the Buyer Bankscivil money penalties or other sanctions.

Making of Representations and Warranties. (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV, subject to the standards established by Section 9.1. (b) On or prior to the date hereofof this Agreement, Buyer has delivered to the Company a schedule (the “Buyer Disclosure Schedule”) listingsetting forth, among other things, items the disclosure of which is necessary or appropriate either in relation response to any an express disclosure requirement contained in a provision of this Agreement or all of its as an exception to one or more representations and or warranties contained in this Article IVIV or to one or more of its covenants contained in Article V; provided, however, that (i) that no such item is required to be set forth on the Buyer Disclosure Schedule as an exception to a representation or warranty if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 9.1 and (iia) the mere inclusion of an item in on the Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Buyer that such item represents a material exception or fact, event or circumstance or that such item is or would reasonably be expected to result in have a Buyer Material Adverse Effect. Any Effect with respect to Buyer, and (b) any disclosure made in the Buyer Disclosure Schedule with respect to a section of this Article IV III shall be deemed to qualify any other section of this Article IV specifically referenced or cross-referenced or referenced. (b) Except as set forth in the Buyer Disclosure Schedule, Buyer and Buyer Bank represent and warrant, jointly and severally, to Company that contains sufficient detail to enable a reasonable Person to recognize the relevance of such disclosure to such other sections. All statements contained in this Article IV are correct as of the equity securities date of each this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically relates to an earlier date, which only need be correct as of the earlier date. No representation or warranty of Buyer contained in this Article IV shall be deemed untrue or incorrect, and Buyer shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance, or event unless such Subsidiary held by fact, circumstance or event, individually or taken together with all other facts, circumstances, or events inconsistent with any section of this Article IV, has had or would reasonably be expected to have a Material Adverse Effect with respect to Buyer, directly or indirectly, are validly issued, fully paid and nonassessable, not subject to preemptive or similar rights. Each of Buyer’s Subsidiaries has been duly organized and qualified under the laws of the jurisdiction of its organization and is duly qualified to do business and in good standing in the jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified. Each of Buyer’s Subsidiaries is engaged solely in activities that are permissible for a subsidiary of a bank holding company and, if a Subsidiary of a Buyer Bank, is engaged solely in activities that are permissible disregarding for the Buyer Bankspurposes of this Section 4.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, at locations where however, that the Buyer Banks may engage in such activities and subject foregoing standard shall not apply to the same requirements as would apply to such activities representations and warranties contained in Sections 4.02, 4.03, 4.04, 4.05 and 4.12, which shall be deemed untrue, incorrect, and breached if conducted by the Buyer Banksthey are not true and correct in all material respects.