REPRESENTATIONS AND WARRANTIES OF HVBC AND HVB. As a material inducement to CZFS to enter into this Agreement and to consummate the transactions contemplated hereby, HVBC and HVB hereby make to CZFS, CZFSAC and FCCB the representations and warranties contained in this Article III, provided, however, that HVBC or HVB shall not be deemed to have breached a representation or warranty as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance or event, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty contained in this Article III, has had or is reasonably likely to have, a Material Adverse Effect (disregarding for purposes of this proviso any materiality or Material Adverse Effect qualification or exception contained in any representation or warranty). Notwithstanding the immediately preceding sentence, the representations and warranties contained in (x) Sections 3.04(a) and (b) shall be deemed untrue and incorrect if not true and correct except to a de minimis extent, (y) Sections 3.02, 3.05, 3.06, 3.07, 3.14(a), 3.16, and 3.28 shall be deemed untrue and incorrect if not true and correct in all material respects and (z) Section 3.10(a) shall be deemed untrue and incorrect if not true and correct in all respects.
REPRESENTATIONS AND WARRANTIES OF HVBC AND HVB. 11 Section 3.01 Making of Representations and Warranties 11 Section 3.02 Organization, Standing and Authority of HVBC 11 Section 3.03 Organization, Standing and Authority of HVB 12 Section 3.04 HVBC and HVB Capital Stock 12 Section 3.05 Subsidiaries 29 Section 3.06 Corporate Power; Minute Books 29 Section 3.07 Execution and Delivery 29 Section 3.08 Regulatory Approvals; No Defaults 14 Section 3.09 Financial Statements; SEC Documents 14 Section 3.10 Absence of Certain Changes or Events 15 Section 3.11 [Reserved] 16 Section 3.12 Regulatory Matters 16 Section 3.13 Legal Proceedings; Regulatory Action 16 Section 3.14 Compliance with Laws 17 Section 3.15 Material Contracts; Defaults 18 Section 3.16 Brokers 18 Section 3.17 Employee Benefit Plans 18 Section 3.18 Labor Matters 20 Section 3.19 Environmental Matters 21 Section 3.20 Tax Matters 22 Section 3.21 Investment Securities 23 Section 3.22 Derivative Transactions 24 Section 3.23 Loans; Nonperforming and Classified Assets 24
