PURCHASER'S AND MERGER SUB'S REPRESENTATIONS AND WARRANTIES. On or prior to the date hereof, Purchaser and Merger Sub has delivered to Company a schedule (the "Purchaser Disclosure Letter") setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of the representations or warranties contained in this Article IV or to one or more of its covenants contained in Article V. Accordingly, Purchaser and Merger Sub hereby represent and warrant to Company as follows, except (a) as set forth on the Purchaser Disclosure Letter, or (b) as disclosed in the Purchaser SEC Reports filed with or furnished to the SEC since January 1, 2022 and publicly available prior to the date hereof (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 predictive, cautionary or forward-looking statement of risk); provided, that nothing disclosed in the Company SEC Reports will be deemed to modify or qualify the representations and warranties set forth in Section 4.1, Section 4.2, Section 4.3.1, Section 4.3.2, or Section 4.4.1:
PURCHASER'S AND MERGER SUB'S REPRESENTATIONS AND WARRANTIES. 33 4.1 Authorization, No Conflicts, Etc. 33 4.2 Organization and Good Standing 34 4.3 Subsidiaries 34 4.4 Capital Stock 35 4.5 Financial Statements 36 4.6 Absence of Certain Changes or Events 36 4.7 Legal Proceedings 36 4.8 Regulatory Filings 36 4.9 Conduct of Business 37 4.10 Transaction Documents 37 4.11 Agreements With Bank Regulators 37 4.12 Investment Bankers and Brokers 37 4.13 Allowance for Credit Losses 37 4.14 Securities Laws Matters 38 4.15 Community Reinvestment Act 38 4.16 Bank Secrecy Act 38 4.17 No Other Representations or Warranties 39 ARTICLE V COVENANTS 39 5.1 Conduct of Business by Company 39 5.2 Conduct of Business by Purchaser 43 5.3 No Solicitation by Company 43 5.4 Preparation of the Registration Statement; Shareholder Meeting 47 5.5 Stock Exchange Listing 48 5.6 Regulatory Matters and Approvals 49 5.7 Employee Matters 50 5.8 Press Releases and Public Announcement 51 5.9 Access to Information 51 5.10 Indemnification and Insurance 52 5.11 Takeover Laws 54
PURCHASER'S AND MERGER SUB'S REPRESENTATIONS AND WARRANTIES. Purchaser and Merger Sub represent and warrant to Sellers, jointly and severally, that:
PURCHASER'S AND MERGER SUB'S REPRESENTATIONS AND WARRANTIES. 30 4.1 Authorization, No Conflicts, Etc. 30 4.2 Organization and Good Standing. 31 4.3 Subsidiaries. 32 4.4 Capital Stock. 32 4.5 Financial Statements. 33 4.6 Absence of Certain Changes or Events. 33 4.7 Legal Proceedings. 34 4.8 Regulatory Filings. 34 4.9 Conduct of Business. 34 4.10 Transaction Documents. 34 4.11 Agreements With Bank Regulators. 34 4.12 Investment Bankers and Brokers. 35 4.13 Community Reinvestment Act. 35 4.14 Availability of Funds. 35 4.15 No Other Representations and Warranties. 35
PURCHASER'S AND MERGER SUB'S REPRESENTATIONS AND WARRANTIES. On or prior to the date hereof, Purchaser and Merger Sub have delivered to Company a schedule (the "Purchaser Disclosure Letter") setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of the representations or warranties contained in this Article IV or to one or more of its covenants contained in Article V. For purposes of the Purchaser Disclosure Letter, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all schedules under which such item may be relevant as and to the extent that it is reasonably clear on the face of such schedule that such item applies to such other schedule; provided that Purchaser and Merger Sub shall use their best efforts to disclose each item in all schedules where such item should be disclosed. Accordingly, Purchaser and Merger Sub hereby represent and warrant to Company as follows, except as set forth on the Purchaser Disclosure Letter:
