REPRESENTATIONS AND WARRANTIES OF MADISON. Madison represents and warrants to and in favour of Sea Dragon and acknowledges that Sea Dragon is relying upon such representations and warranties in connection with the matters contemplated by this Agreement and the consummation of the Arrangement:
REPRESENTATIONS AND WARRANTIES OF MADISON. COUNTY FINANCIAL 24 Section 4.01 Standard. 24 Section 4.02 Organization. 24 Section 4.03 Capitalization. 25 Section 4.04 Authority; No Violation. 26 Section 4.05 Consents. 27 Section 4.06 Financial Statements and Securities Documents. 27 Section 4.07 Taxes. 29 Section 4.08 No Material Adverse Effect. 29 Section 4.09 Ownership of Property; Insurance Coverage. 30 Section 4.10 Legal Proceedings. 30 Section 4.11 Compliance With Applicable Law. 31 Section 4.12 Brokers, Finders and Financial Advisors. 32 Section 4.13 Madison County Financial Common Stock. 32 Section 4.14 Madison County Financial Information. 32 ARTICLE V COVENANTS OF WINSIDE BANCSHARES 32 Section 5.01 Conduct of Business. 32 Section 5.02 Current Information. 36 Section 5.03 Access to Properties and Records. 37 Section 5.04 Financial and Other Statements. 38 Section 5.05 Maintenance of Insurance. 38 Section 5.06 Disclosure Supplements. 38 Section 5.07 Consents and Approvals of Third Parties. 39 Section 5.08 Reasonable Best Efforts. 39 Section 5.09 Failure to Fulfill Conditions. 39 Section 5.10 Reserves and Merger-Related Costs. 39 Section 5.11 Special Dividend and Asset Sales to Winside Bancshares Shareholders. 39
REPRESENTATIONS AND WARRANTIES OF MADISON. Madison hereby represents and warrants to Leesport that, except as specifically set forth in the Madison Disclosure Schedule delivered to Leesport by Madison on the date hereof:
