REPRESENTATIONS AND WARRANTIES OF MID PENN. Mid Penn represents and warrants to First Priority that the statements contained in this Article V are correct and complete as of the date of this Agreement, except (i) as set forth in the Mid Penn Disclosure Schedules delivered by Mid Penn to First Priority on the date hereof, or (ii) disclosed in any report, schedule, form or other document filed with the SEC by Mid Penn prior to the date hereof and on or after the date on which Mid Penn filed with the SEC its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (but excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or predictive or forward-looking in nature). Mid Penn has made a good faith effort to ensure that the disclosure on each schedule of the Mid Penn Disclosure Schedule corresponds to the section referenced herein. However, for purposes of the Mid Penn 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. References to the Knowledge of Mid Penn shall include the Knowledge of Mid Penn Bank.
REPRESENTATIONS AND WARRANTIES OF MID PENN. 38 5.1. Organization 39 5.2. Capitalization 40 5.3. Authority; No Violation 41 5.4. Consents 41 5.5. Financial Statements; Undisclosed Liabilities 42 5.6. Taxes 43 5.7. No Material Adverse Effect 44 5.8. No Default under Material Contracts 44 5.9. Ownership of Property; Insurance Coverage 44 5.10. Legal Proceedings 45 5.11. Compliance With Applicable Law 45 (ii) 5.12. Employee Benefit Plans 47 5.13. Environmental Matters 48 5.14. Brokers, Finders and Financial Advisors 49 5.15. Loan Matters 49 5.16. No Riverview Capital Stock 49 5.17. SEC Reports 49 5.18. Required Vote 50 5.19. Registration Obligations 50 5.20. Risk Management Instruments 50 5.21. Fairness Opinion 50 5.22. Fiduciary Accounts 51 5.23. Mid Penn Information Supplied 51 5.24. Reorganization 51 5.25. No Financing 51 5.26. Intellectual Property 51 5.27. Labor Matters 52 5.28. Takeover Laws 52 5.29. Quality of Representations 52 5.30. No Other Representations or Warranties 52 ARTICLE VI COVENANTS OF RIVERVIEW 53 6.1. Conduct of Business 53 6.2. Financial and Other Statements 58 6.3. Maintenance of Insurance 58 6.4. Disclosure Supplements 59 6.5. Consents and Approvals of Third Parties 59 6.6. Commercially Reasonable Efforts 59 6.7. Failure to Fulfill Conditions 59 6.8. No Other Bids and Related Matters 59
