REPRESENTATIONS AND WARRANTIES OF SSNF. Section 3.01 Organization and Standing 11 Section 3.02 Capital Stock 11 Section 3.03 Subsidiaries 12 Section 3.04 Corporate Power; Minute Books 13 Section 3.05 Corporate Authority 13 Section 3.06 Regulatory Approvals; No Defaults 14 Section 3.07 SEC Reports; Financial Statements; Internal Controls 15 Section 3.08 Regulatory Reports 16 Section 3.09 Absence of Certain Changes or Events 17 Section 3.10 Legal Proceedings 17 Section 3.11 Compliance With Laws 17 Section 3.12 SSNF Material Contracts; Defaults 18 Section 3.13 Agreements with Regulatory Agencies 19 Section 3.14 Brokers; Fairness Opinion. 19 Section 3.15 Employee Benefit Plans 20
REPRESENTATIONS AND WARRANTIES OF SSNF. Except as set forth in the disclosure schedule delivered by SSNF to FBMS prior to or concurrently with the execution of this Agreement with respect to each such Section below (the “SSNF Disclosure Schedule”); provided, that (a) the mere inclusion of an item in the SSNF Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by SSNF 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 on SSNF and (b) any disclosures made with respect to a section of Article III shall be deemed to qualify (1) any other section of Article III specifically referenced or cross-referenced and (2) other sections of Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, SSNF hereby represents and warrants to FBMS as follows:
