REPRESENTATIONS AND WARRANTIES OF CBC. Except (a) as disclosed in the disclosure schedule delivered by CBC to SCB concurrently herewith (the “CBC Disclosure Schedule”); provided, that (i) no such 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 CBC Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by CBC that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to result in a Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article V shall be deemed to qualify (1) any other section of this Article V specifically referenced or cross-referenced and (2) other sections of this Article V 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 CBC Reports filed by CBC after January 1, 2022 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 nonspecific or cautionary, predictive or forward-looking in nature), CBC hereby represents and warrants to SCB as follows:
REPRESENTATIONS AND WARRANTIES OF CBC. CBC and CTB hereby represent and warrant to CFSB and Citizens Federal as follows:
REPRESENTATIONS AND WARRANTIES OF CBC. A-21 6.1 Organization, Standing, and Power.............................. A-21 6.2 Authority; No Breach By Agreement.............................. A-22 6.3 Capital Stock.................................................. A-22 6.4 CBC Subsidiaries............................................... A-23 6.5 Financial Statements........................................... A-24 6.6 Absence of Undisclosed Liabilities............................. A-24 6.7 Absence of Certain Changes or Events........................... A-24 6.8 Tax Matters.................................................... A-24 6.9 Allowance for Possible Loan Losses............................. A-25 6.10 Assets......................................................... A-25 6.11 Environmental Matters.......................................... A-26 6.12 Compliance with Laws........................................... A-26 6.13 Labor Relations................................................ A-27 6.14
REPRESENTATIONS AND WARRANTIES OF CBC. CBC hereby represents and warrants to FSB as follows:
REPRESENTATIONS AND WARRANTIES OF CBC. Subject to Section 4.01 and except as Previously Disclosed in a section of its Disclosure Schedule, CBC hereby represents and warrants to LCNB that the following are true and correct:
REPRESENTATIONS AND WARRANTIES OF CBC. CBC hereby represents and warrants to Optionee as follows: (a) Authority Relative to this Agreement. CBC has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of CBC and no other corporate proceedings on the part of CBC are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by CBC and, assuming this Agreement constitutes a valid and binding obligation of Optionee, this Agreement constitutes a valid and binding agreement of CBC, enforceable against CBC in accordance with its terms. (b)
REPRESENTATIONS AND WARRANTIES OF CBC. CBC hereby represents and warrants to the Shareholders as follows upon execution of this Agreement and at Closing:
REPRESENTATIONS AND WARRANTIES OF CBC. 14 6.1 Organization, Standing, and Power................... 14 6.2 Authority; No Breach By Agreement................... 14 6.3
REPRESENTATIONS AND WARRANTIES OF CBC. CBC, for itself and Merger Sub, makes the following representations and warranties to Cadence:
