Representations and Warranties of CNB. CNB represents and warrants to NBT that the statements contained in this Article IV are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV), subject to the standard set forth in Section 4.1 and except as set forth in the CNB Disclosure Schedule delivered by CNB to NBT on the date hereof, and except as to any representation or warranty which specifically relates to an earlier date, which only need be so correct as of such earlier date. CNB has made a good faith effort to ensure that the disclosure on each schedule of the CNB Disclosure Schedule corresponds to the section referenced herein. However, for purposes of the CNB Disclosure Schedule, 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. References to the Knowledge of CNB shall include the Knowledge of City National Bank.
Representations and Warranties of CNB. CNB represents and warrants ------------------------------------- to the Selling Entities that:
Representations and Warranties of CNB. 5 2.01. Organization; Standing; Power............................................................. 5 2.02.
Representations and Warranties of CNB. CNB hereby makes the following representations and warranties to MFC.
Representations and Warranties of CNB. 17 Section 3.01. Organization and Capital Stock. . . . . . . . . . . . 17 Section 3.02. Authorization . . . . . . . . . . . . . . . . . . . . 17 Section 3.03. Subsidiaries. . . . . . . . . . . . . . . . . . . . . 17
Representations and Warranties of CNB. Subject to Section 1.11 hereof, CNB hereby make the following representations and warranties:
Representations and Warranties of CNB. CNB represents and warrants to BANK ONE, to the best of its knowledge, as follows:
Representations and Warranties of CNB. Subject to Sections 5.01 and 5.02, CNB hereby represents and warrants to OPOF:
Representations and Warranties of CNB. 17 4.1. Standard.......................................................18 4.2. Organization...................................................18 4.3. Capitalization.................................................19 4.4. Authority; No Violation........................................19 4.5. Consents.......................................................20 4.6.
Representations and Warranties of CNB. AND CNB BANK 27 Section 4.01 Making of Representations and Warranties 27 Section 4.02 Organization, Standing and Authority 27 Section 4.03 Capitalization 28 Section 4.04 Corporate Power 28 Section 4.05 Corporate Authority 28 Section 4.06 Non-Contravention 29 Section 4.07 Articles of Incorporation; Bylaws 29 Section 4.08 Compliance with Laws 29 Section 4.09 Litigation; Regulatory Action 30 Section 4.10 SEC Documents; Financial Reports; and Regulatory Reports 30 Section 4.11 Absence of Certain Changes or Events 31 Section 4.12 Taxes and Tax Returns 31 Section 4.13 Employee Benefit Plans 33 Section 4.14 Brokers 34 Section 4.15 Financial Ability 34 Section 4.16 CNB Common Stock 34 Section 4.17 Schedules 34 Section 4.18 DISCLAIMER 34 Article V COVENANTS RELATING TO CONDUCT OF BUSINESS 34 Section 5.01 Company Forbearances 34 Section 5.02 CNB Forbearances 38 Article VI ADDITIONAL AGREEMENTS 39 Section 6.01 Shareholder Approval 39 Section 6.02 Registration Statement 39 Section 6.03 Press Releases 40 Section 6.04 Access; Information 41 Section 6.05 No Solicitation 41 Section 6.06 Takeover Laws 44 Section 6.07 Shares Listed 45 Section 6.08 Regulatory Applications; Filings; Consents 45 Section 6.09 Indemnification; Directors’ and Officers’ Insurance 45 Section 6.10 Employees and Benefit Plans 46 Section 6.11 Notification of Certain Matters 49 Section 6.12 Financial Statements and Other Current Information 49 Section 6.13 Confidentiality Agreement 50 Section 6.14 Certain Tax Matters 50 Section 6.15 Certain Litigation 50 Section 6.16 Classified Loans 50 Section 6.17 Tax Representation Letters 50 Section 6.18 Branches 51 Section 6.19 Advisory Board 51
