REPRESENTATIONS AND WARRANTIES OF CADENCE. Cadence makes the following representations and warranties, each of which is being relied on by Trustmark, which representations and warranties shall, individually and in the aggregate, be true and correct in all respects on the date of this Agreement and on the Closing Date (except that all representations and warranties made as of a specific date shall be true and correct as of such date). For the purposes of this Agreement, except in Section 2.1 and where the context otherwise requires, any reference to Cadence in this Article II shall be deemed to include Cadence and its Subsidiaries.
REPRESENTATIONS AND WARRANTIES OF CADENCE. Cadence represents and warrants to Grifols that:
REPRESENTATIONS AND WARRANTIES OF CADENCE. 3.1 Corporate Organization 10 3.2 Capitalization 12 3.3 Authority; No Violation 13 3.4 Consents and Approvals 14 3.5 Reports 15 3.6 Financial Statements 15 3.7 Broker’s Fees 17 3.8 Absence of Certain Changes or Events 17 3.9 Legal and Regulatory Proceedings 17 3.10 Taxes and Tax Returns 18 3.11 Employees 19 3.12 SEC Reports 21 3.13 Compliance with Applicable Law 22 3.14 Certain Contracts 24 3.15 Agreements with Regulatory Agencies 25 3.16 Environmental Matters 26 3.17 Investment Securities and Commodities 26
REPRESENTATIONS AND WARRANTIES OF CADENCE. Except (a) as disclosed in the disclosure schedule delivered by Cadence to BancorpSouth concurrently herewith (the “Cadence Disclosure Schedule”) (it being understood that (i) no item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Cadence Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Cadence that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to have a Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article III specifically referenced or cross-referenced, and (2) other sections of this Article III or Section 6.1 of the Bank Merger Agreement 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), or (b) as disclosed in any Cadence Reports filed with or furnished to the SEC by Cadence since December 31, 2018 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), Cadence hereby represents and warrants to BancorpSouth as follows:
REPRESENTATIONS AND WARRANTIES OF CADENCE. Except (a) as described in the required reports, forms, schedules, registration statements and other documents filed with the Securities and Exchange Commission (the “SEC”) since December 31, 2007 (the “Cadence Reports”) (excluding, in each case, any disclosures set forth in any risk factor section and any forward looking statements) or (b) as set forth in the Cadence Disclosure Schedule, Cadence represents and warrants as follows:
