REPRESENTATIONS AND WARRANTIES OF FIRST PLACE. 26 4.1 Corporate Organization. 26 4.2 Capitalization 27 4.3 Authority; No Violation. 28 4.4 Consents and Approvals 29 4.5 Reports 29 4.6 Financial Statements 30 4.7 Broker's Fees 30 4.8 Absence of Certain Changes or Events. 30 4.9 Legal Proceedings. 31 4.10 Taxes 31 4.11 Employee Benefit Plan Matters 32 4.12 SEC Reports 32 4.13 First Place Information 32 4.14 Ownership of Franklin Common Stock 32 4.15 Compliance with Applicable Law 33 4.16 Agreements with Regulatory Agencies 33 4.17 Undisclosed Liabilities 33 4.18 Assistance Agreements 33 4.19 Approvals 34 4.20 Loan Portfolio. 34 4.21 Properties 34 4.22 Labor and Employment Matters 34 4.23 Intellectual Property 35 4.24 Required Vote 35 4.25 Transactions With Affiliates 35 4.26 Insurance 35 4.27 Off-Balance Sheet Commitments 35 4.28 CRA Rating 35 4.29 First Place Financing 36 4.30 Pro Forma Capital Requirements 36
REPRESENTATIONS AND WARRANTIES OF FIRST PLACE. Subject to the first paragraph under Article III, First Place hereby represents and warrants to FFY as follows:
REPRESENTATIONS AND WARRANTIES OF FIRST PLACE. Prior to the date hereof, First Place has delivered to Camco a schedule setting forth, among other things, items, the disclosure of which, is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article IV hereof or to one or more of its covenants contained in Article V hereof or additional agreements in Article VI hereof (“First Place Disclosure Schedules”). A disclosure in the First Place Disclosure Schedules shall qualify the applicable section or subsection of this Agreement regardless of whether such section or subsection specifically references the First Place Disclosure Schedules. First Place represents and warrants to Camco that each of the following representations and warranties in this Article IV of this Agreement, which include and incorporate the exceptions set forth on the First Place Disclosure Schedules, are true and correct as of the date of this Agreement and as of the Closing Date, except to the extent such representations and warranties expressly are made as of specific date and time (in which case such representations and warranties will be true and correct as of such date and time):
REPRESENTATIONS AND WARRANTIES OF FIRST PLACE. Subject to the first paragraph under Article III hereof, First Place hereby represents and warrants to Franklin as of the date of this Agreement and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF FIRST PLACE. Prior to the date hereof, First Place has delivered to OC Financial a schedule setting forth certain information, the disclosure of which, is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article IV hereof or to one or more of its covenants contained in Article V hereof or additional agreements in Article VI hereof ("First Place Disclosure Schedules"). First Place represents and warrants to OC Financial that each of the following representations and warranties in this Article IV of this Agreement, which include and incorporate the exceptions set forth on the First Place Disclosure Schedules, are true and correct as of the date of this Agreement and as of the Closing Date, except to the extent such representations and warranties expressly are made as of specific date and time (in which case such representations and warranties will be true and correct as of such date and time):
REPRESENTATIONS AND WARRANTIES OF FIRST PLACE. First Place represents and warrants to Xxxxx Fargo as follows:
REPRESENTATIONS AND WARRANTIES OF FIRST PLACE. 26 4.1 Corporate Organization............................................26 4.2 Capitalization....................................................27 4.3
