REPRESENTATIONS AND WARRANTIES OF PURCHASER BANK. Except as set forth in the (i) Purchaser SEC and CSA Reports (excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) filed after December 31, 2019 and prior to the date hereof or (ii) corresponding sections or subsections of the disclosure schedules delivered to Seller Bank and Seller by Purchaser Bank and Purchaser prior to entering into this Agreement (the “Purchaser Disclosure Schedule”) (it being agreed that disclosure of any item in any section or subsection of the Purchaser Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on the face of the disclosure), as of the date hereof (or such other date specified in such representation or warranty), and as of the Closing Date, Purchaser Bank hereby represents and warrants to Seller Bank and Seller as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER BANK. Section 5.1 Organization, Standing and Authority 48 Section 5.2 Corporate Authorization and Binding Effect 49 Section 5.3 Regulatory Filings; No Defaults 49 Section 5.4 Compliance with Laws 50 Section 5.5 No Brokers 51 Section 5.6 Litigation 51 Section 5.7 Availability of Funds 51 Section 5.8 No Other Representations or Warranties 51 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PURCHASER U.S. HOLDING COMPANY Section 6.1 Organization and Authority 52 Section 6.2 Ownership of Shares 52 Section 6.3 Corporate Authorization and Binding Effect 52 Section 6.4 Regulatory Filings; No Default 52 Section 6.5 No Brokers 53 Section 6.6 No Other Representations or Warranties 53
REPRESENTATIONS AND WARRANTIES OF PURCHASER BANK. Except as set forth in the (i) Purchaser SEC and CSA Reports (excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) filed after December 31, 2019 and prior to the date hereof or (ii) corresponding sections or subsections of the disclosure schedules delivered to Parent Seller, Seller Intermediate Holding Company, Seller Holdco and Seller Bank by Purchaser Bank and Purchaser prior to entering into this Agreement (the “Purchaser Disclosure Schedule”) (it being agreed that disclosure of any item in any section or subsection of the Purchaser Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on the face of the disclosure), as of the Original Signing Date (or such other date specified in such representation or warranty), and as of the Closing Date, Purchaser Bank hereby represents and warrants to Parent Seller, Seller Intermediate Holding Company, Seller Holdco and Seller Bank as follows:
