Representations and Warranties of AC Financial and AC Bank. AC Financial and AC Bank hereby represent and warrant, jointly and severally, to Bond Street and FCB as follows: AC Financial’s Board of Directors has, by all appropriate action, approved this Amendment and authorized the execution of this Amendment on behalf of AC Financial by its duly authorized officers and the performance by AC Financial of its obligations hereunder. AC Bank’s Board of Directors and AC Financial, as the sole stockholder of AC Bank, have, by all appropriate action, approved this Amendment and authorized the execution hereof on behalf of AC Bank by its duly authorized officers and the performance by AC Bank of its obligations hereunder. Nothing in the articles of incorporation, charter or bylaws of AC Financial or AC Bank, as amended, as applicable, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Amendment or the Original Agreement) by or to which either AC Financial or AC Bank, as applicable, is bound or subject would prohibit either AC Financial or AC Bank, as applicable, from consummating the transactions contemplated by this Amendment. This Amendment has been duly and validly executed and delivered by AC Financial and AC Bank and constitutes a legal, valid and binding obligation of AC Financial and AC Bank, enforceable against AC Financial and AC Bank in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and by judicial discretion in applying principles of equity. No other corporate acts or proceedings are required to be taken by AC Financial (except for approval by AC Financial’s stockholders of the Original Agreement as amended by this Amendment) or AC Bank, as applicable, to authorize the execution, delivery and performance of this Amendment.
Representations and Warranties of AC Financial and AC Bank. Except as set forth in the Disclosure Schedules (which Disclosure Schedules shall identify the specific section of this Agreement to which such disclosure pertains), AC Financial and AC Bank hereby represent and warrant, jointly and severally, to Bond Street and FCB as follows:
