REPRESENTATIONS AND WARRANTIES OF COAST. Coast represents and warrants to GBB as follows:
REPRESENTATIONS AND WARRANTIES OF COAST. AND THE BANK 6 Section 2.01 Organization and Capital Stock; Standing and Authority 6 Section 2.02 Authorization; No Defaults 7 Section 2.03 Subsidiaries 8 Section 2.04 Coast SEC Documents; Financial Statements 8 Section 2.05 Absence of Changes 9 Section 2.06 Regulatory Enforcement Matters 10 Section 2.07 Tax Matters 10 Section 2.08 Litigation 11 Section 2.09 Properties, Contracts, Employee Benefit Plans and Other Agreements 11 Section 2.10 Reports 13 Section 2.11 Investment Portfolio 13 Section 2.12 Loan Portfolio 13 Section 2.13 Labor Matters and ERISA 14 Section 2.14 Title to Properties; Licenses; Intellectual Property; Insurance 15 Section 2.15 Environmental Matters 16 Section 2.16 No Undisclosed Liabilities 18 Section 2.17 Material Interest of Certain Persons 18 Section 2.18 Conduct to Date 19 Section 2.19 Violations of Bank Secrecy Act and Patriot Act 20 Section 2.20 Compliance with Laws and Regulations 20 Section 2.21 Brokerage 20 Section 2.22 Statements True and Correct 21 ARTICLE III REPRESENTATIONS AND WARRANTIES OF FIRST BANKS 21 Section 3.01 Organization 21 Section 3.02 Authorization 21 Section 3.03 Litigation 22 Section 3.04 Statements True and Correct 22 Section 3.05 Brokerage 22 Section 3.06 Financing 23 Section 3.07 Not an Interested Shareholder 23 Section 3.08 Ownership of Company Stock 23 ARTICLE IV AGREEMENTS OF COAST AND THE BANK 23 Section 4.01 Business in Ordinary Course 23 Section 4.02 Breaches 25 Section 4.03 Submission to Shareholders 25 Section 4.04 Consummation of Agreement 26 Section 4.05 Access to Information 26 Section 4.06 Consents of Third Parties 27 Section 4.07 Subsequent Financial Statements 27 Section 4.08 Bank Merger 27 Section 4.09 Employment of Senior Officer and Other Employees 28 Section 4.10 Insurance 28 Section 4.11 Director and Officer Insurance and Indemnification 28 Section 4.12 Correspondence with Regulatory Agencies 29 Section 4.13 Cancellation of Stock Options 29 Section 4.14 Fairness Opinion 29 Section 4.15 Non-Solicitation 29 Section 4.16 Option Agreement 31 Section 4.17 Environmental Reports 31 Section 4.18 Credit Agreements 31 ARTICLE V AGREEMENTS OF FIRST BANKS 32 Section 5.01 Regulatory Approvals 32 Section 5.02 Breaches 32 Section 5.03 Consummation of Agreement 33 Section 5.04 Employee Matters 33 Section 5.05 Option Agreement 34 Section 5.06 Credit Agreements 34 ARTICLE VI CONDITIONS PRECEDENT TO THE MERGER 34 Section 6.01 Conditions to the Obligations of First Banks 34 Section 6.02 Conditions to the O...
REPRESENTATIONS AND WARRANTIES OF COAST. 16 5.04 Representations and Warranties of Ahmanson...............26 ARTICLE VI Covenants
REPRESENTATIONS AND WARRANTIES OF COAST. Subject to Sections 5.01 and 5.02 and except as Previously Disclosed in the applicable paragraph of its Disclosure Schedule, or any other paragraph of the Disclosure Schedule so long as it is clear from the context of the disclosure that the disclosure in such other paragraph of the Disclosure Schedule is also applicable to the paragraph of this Section 5.03 in question, Coast hereby represents and warrants to Ahmanson:
REPRESENTATIONS AND WARRANTIES OF COAST. Coast represents and warrants to First Banks that:
REPRESENTATIONS AND WARRANTIES OF COAST. Except as set forth herein and in the disclosure letter delivered by Coast to Xxxxxx'x on the date of this Agreement (the "Coast Disclosure Letter"), Coast represents and warrants to Xxxxxx'x that the statements contained in this Section 6.4 are true and correct (a) as of the date hereof and (b) as of the Closing. The Coast Disclosure Letter shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 6.4 and the disclosure in any paragraph shall qualify other paragraphs in this Section 6.4:
