REPRESENTATIONS AND WARRANTIES OF CFB. CFB represents and warrants to Guardian, in all material respects, as of the date of this Agreement (except as otherwise expressly provided) as follows, except as disclosed on the attached EXHIBIT 3.2 the "CFB Disclosure Schedule"), which CFB Disclosure Schedule has been provided to Guardian for review not less than three (3) business days prior to execution of this agreement; and the schedules thereunder (which are numbered to correspond to the representations set forth below):
REPRESENTATIONS AND WARRANTIES OF CFB. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in a Section of its Disclosure Schedule corresponding to the relevant Section below, CFB hereby represents and warrants to LCNB that the following are true and correct:
REPRESENTATIONS AND WARRANTIES OF CFB. Except as disclosed in writing in the Disclosure Letter, CFB, for itself and FSB, to the extent applicable to FSB, to the best of their actual knowledge, represent and warrant to SFNC, that none of CFB’s or FSB’s executive management, consisting of Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxx, knows of any circumstances, events, commitments, instruments or facts that are known to be misrepresented or intentionally omitted from any instrument, file, or other record of CFB or any of its subsidiaries, with respect to loans to borrowers which are payable to CFB or any of its subsidiaries either directly or as a participant. To the best knowledge of CFB and its subsidiaries and except for such imperfections in documentation which when considered as a whole would not have a Material Adverse Effect on the business, operations or financial condition of any of CFB or FSB:
(a) All loans were made for good, valuable and adequate consideration in the normal and ordinary course of business, and the notes and other evidences of indebtedness and any loan agreements or security documents executed in connection therewith are true and genuine and constitute the valid and legally binding obligations of the borrowers to whom the loans were made and are legally enforceable against such borrowers in accordance with their terms subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar debtor relief laws from time to time in effect, as well as general principles of equity applied by a court of proper jurisdiction, regardless of whether such enforceability is considered in a proceeding in equity or at law;
(b) The amounts represented to SFNC as the balances owing on the loans are the correct amounts actually and unconditionally owing, are undisputed, as of the date reported and are not subject to any offsets, credits, deductions or counterclaims;
(c) The collateral securing each loan as referenced in the loan file or a loan officer worksheet, loan summary report or similar interoffice loan documentation is in fact the collateral held by CFB or FSB to secure each loan;
(d) CFB or its subsidiaries have possession of all loan document files and credit files for all loans held by them containing promissory notes and other relevant evidences of indebtedness with original signatures of their borrowers and guarantors, except in compliance with the document retention programs of CFB or its subsidiaries which may include e...
REPRESENTATIONS AND WARRANTIES OF CFB. CFB represents and warrants to Republic, in all material respects, as of the date of this Agreement (except as otherwise expressly provided) as follows, except as disclosed on the attached EXHIBIT C (the "CFB Disclosure Schedule") and the schedules thereunder which are numbered to correspond to the representations set forth below:
REPRESENTATIONS AND WARRANTIES OF CFB. In order to induce River to enter into this Agreement, CFB represents and warrants to River, in all material respects, as of the date of this Agreement (except as otherwise expressly provided) as follows, except as disclosed on the attached Exhibit 3.2 (the "CFB Disclosure Schedule"):
(a) CFB Organization. CFB is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with authorized capital stock consisting of 80,000,000 shares of common stock, par value of $.01 per share, of which 47,128,274 shares were issued and outstanding as of March 31, 1999 and 2,000,000 shares of preferred stock, no shares of which were issued and outstanding as of December 31, 1998. CFB has all requisite power, authority, charters, licenses and franchises necessary or required by law to carry on the business activity in which it is presently engaged, except where the failure to have any such power, authority, charter, license or franchise would not reasonably be expected to have a material adverse effect on CFB. CFB is registered as a company under the Bank Holding Company Act. The shares of CFB Common Stock to be issued pursuant to this Agreement have been duly authorized and will be validly issued pursuant to a registration statement filed and declared effective by the SEC, fully paid and non-assessable, and subject to no restrictions upon transferability other than Rule 144 and 145(d) of the SEC and requirements for qualification for pooling accounting treatment.
REPRESENTATIONS AND WARRANTIES OF CFB. CFB represents and warrants to Western, in all material respects, as of the date of this Agreement (except as otherwise expressly provided) as follows, except as disclosed on the attached EXHIBIT 3.2 the "CFB Disclosure Schedule"), which CFB Disclosure Schedule has been provided to Western for review not less than three (3) business days prior to execution of this agreement; and the schedules thereunder (which are numbered to correspond to the representations set forth below):
REPRESENTATIONS AND WARRANTIES OF CFB. Subject to the disclosures set forth in the CFB Disclosure Schedules delivered by CFB to the Company prior to the execution of this Agreement (which schedule sets forth, among other things, facts, circumstances and events 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 and warranties contained in this Article IV, or to one or more of CFB’s covenants contained in Article VI (and making specific reference to the Section of this Agreement to which they relate); 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 CFB Disclosure Schedules as an exception to a CFB MAE Rep shall not be deemed an admission by CFB that such item represents a material exception or that such item is reasonably likely to result in a Material Adverse Effect and (iii) disclosure in any paragraph of the CFB Disclosure Schedules shall apply only to the indicated Section of this Agreement except to the extent that it is reasonably clear on the face of such disclosure that it is relevant to another paragraph of the CFB Disclosure Schedules or another Section of this Agreement), CFB represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF CFB. CFB represents and warrants to Summit, in all material respects, as of the date of this Agreement (except as otherwise expressly provided) as follows, except as disclosed on the attached EXHIBIT C (the "CFB Disclosure Schedule") and the schedules thereunder which are numbered to correspond to the representations set forth below:
REPRESENTATIONS AND WARRANTIES OF CFB. CFB represents and warrants to FNB, in all material respects, as of the date of this Agreement (except as otherwise expressly provided) as follows, except as disclosed on the attached EXHIBIT 3.2 the "CFB Disclosure Schedule"), which CFB Disclosure Schedule has been provided to FNB for review not less than three (3) business days prior to execution of this agreement; and the schedules thereunder (which are numbered to correspond to the representations set forth below):
REPRESENTATIONS AND WARRANTIES OF CFB. Except as disclosed in the disclosure schedule delivered by CFB to BYFC concurrently herewith (the “CFB Disclosure Schedule”); provided, that (a) 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, (b) the mere inclusion of an item in the CFB Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by CFB 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 (c) any disclosures made with respect to a section of this Article III shall be deemed to qualify (i) any other section of this Article III specifically referenced or cross-referenced and (ii) other sections of this Article III 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, CFB hereby represents and warrants to BYFC as follows:
