REPRESENTATIONS AND WARRANTIES OF FFC. 16 Section 4.1. Authority................................................................................................ 16 Section 4.2. Organization and Standing................................................................................ 16 Section 4.3. Capitalization........................................................................................... 16 Section 4.4. Articles of Incorporation and Bylaws..................................................................... 17 Section 4.5. Subsidiaries............................................................................................. 17 Section 4.6. Financial Statements..................................................................................... 17 Section 4.7. Absence of Undisclosed Liabilities....................................................................... 17 Section 4.8. Absence of Changes....................................................................................... 18 Section 4.9. Litigation and Governmental Directives................................................................... 18 Section 4.10. Compliance with Laws; Governmental Authorizations........................................................ 18 Section 4.11. Complete and Accurate Disclosure......................................................................... 18 Section 4.12. Labor Relations.......................................................................................... 19 Section 4.13.
REPRESENTATIONS AND WARRANTIES OF FFC. FFC represents and warrants to SFC, as of the date of this Agreement and as of the date of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF FFC. FFC represents and warrants to DBC, as of the date of this Agreement and as of the date of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF FFC. FFC represents and warrants to SPAH, except as set forth on the Schedules hereto, with respect to each such Section below as follows:
REPRESENTATIONS AND WARRANTIES OF FFC. FFC represents and warrants to ALFC that the statements contained in this Article V 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 V), except as set forth in the FFC Disclosure Schedule delivered by FFC to ALFC on the date hereof. FFC has made a good faith effort to ensure that the disclosure on each schedule of the FFC Disclosure Schedule corresponds to the section referenced herein. However, for purposes of the FFC 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 FFC shall include the Knowledge of Flushing Savings Bank, FSB.
REPRESENTATIONS AND WARRANTIES OF FFC. Except as disclosed on the FFC Disclosure Memorandum, and in SEC Documents and in the regulatory filings made by FFC and FFC Bank Subsidiary, FFC hereby represents and warrants to NCBC that the following matters are or will be true and correct at the Effective Time, in all material respects:
REPRESENTATIONS AND WARRANTIES OF FFC. Organization and Qualification of FFC; Subsidiaries.......... 9 SECTION 2.02. Articles of Incorporation and Bylaws......................... 10 SECTION 2.03. Capitalization ............................................ 10 SECTION 2.04. Authority; State Takeover Laws; Articles of Incorporation.... 11 SECTION 2.05. No Conflict; Required Filings and Consents................... 12 SECTION 2.06. Compliance ............................................ 13 SECTION 2.07. Securities and Banking Reports; Financial Statements......... 13 SECTION 2.08. Absence of Certain Changes or Events......................... 14 SECTION 2.09. Absence of Litigation and Agreements......................... 14 SECTION 2.10.
REPRESENTATIONS AND WARRANTIES OF FFC. Except as set forth in the disclosure schedule delivered by FFC to Associated prior to the execution of this Agreement which shall identify exceptions by specific Section references; provided that disclosure in one schedule will be deemed to satisfy disclosure in 13 9 another schedule (the "FFC Disclosure Schedule"), FFC hereby represents and warrants to Associated and Merger Sub that:
REPRESENTATIONS AND WARRANTIES OF FFC. 8 4.1 Organization, Standing and Power....................... 8 4.2 Authority; No Breach of Agreement...................... 8 4.3 Capital stock.......................................... 9 4.4
REPRESENTATIONS AND WARRANTIES OF FFC. FFC represents and warrants to KHG, as of the date of this Agreement and as of the date of the Closing, as follows:
