Representations and Warranties of Premier Financial. Except (a) as disclosed in the disclosure schedule delivered by Premier Financial to Peoples concurrently herewith (the “Premier Financial Disclosure Schedule”); provided that (i) the mere inclusion of an item in the Premier Financial Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Premier Financial that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect and (ii) any disclosures made with respect to a section of Article V shall be deemed to qualify any other section of Article V specifically referenced or cross-referenced, or (b) as disclosed in any Premier Financial Reports publicly filed with or furnished to the SEC by Premier Financial after January 1, 2020 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature), Premier Financial hereby represents and warrants to Peoples as follows:
