REPRESENTATIONS AND WARRANTIES OF SWB. SWB represents and warrants to Alliance Bancorp that the statements contained in this Article III are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III), except as set forth in the SWB Disclosure Schedules delivered by SWB to Alliance Bancorp on the date hereof. SWB has made a good faith effort to ensure that the disclosure on each schedule of the SWB Disclosure Schedules corresponds to the section reference herein. However, for purposes of the SWB Disclosure Schedules, 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.
REPRESENTATIONS AND WARRANTIES OF SWB. Section 3.01 Organization 12 Section 3.02 Capitalization 13 Section 3.03 Authority; No Violation 14 Section 3.04 Consents 15 Section 3.05 Financial Statements 15 Section 3.06 Taxes 16 Section 3.07 No Material Adverse Effect 16 Section 3.08 Contracts 16 Section 3.09 Ownership of Property; Insurance Coverage 17 Section 3.10 Legal Proceedings 18 Section 3.11 Compliance With Applicable Law 18 Section 3.12 ERISA 19 Section 3.13 Brokers, Finders and Financial Advisors 20 Section 3.14 Environmental Matters 20 Section 3.15 Loan Portfolio 21 Section 3.16 Information to be Supplied 21 Section 3.17 Securities Documents 21 Section 3.18 Related Party Transactions 21 Section 3.19 Schedule of Termination Benefits 22 Section 3.20 Loans 22 Section 3.21 Antitakeover Provisions Inapplicable 22 Section 3.22 Fairness Opinion 22 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ALLIANCE BANCORP Section 4.01 Organization 23 Section 4.02 Capitalization 23 Section 4.03 Authority; No Violation 24 Section 4.04 Consents 25 Section 4.05 Financial Statements 25 Section 4.06 Taxes 26 Section 4.07 No Material Adverse Effect 26 Section 4.08 Ownership of Property; Insurance Coverage 26 Section 4.09 Legal Proceedings 27 Section 4.10 Compliance With Applicable Law 28 Section 4.11 Information to be Supplied 28 Section 4.12 ERISA and Employment Arrangements 28 Section 4.13 Securities Documents 29 Section 4.14 Environmental Matters 30 Section 4.15 Loan Portfolio 30 Section 4.16 Brokers, Finders and Financial Advisors 30 Section 4.17 Loans 30 Section 4.18 Antitakeover Provisions Inapplicable 31 Section 4.19 Fairness Opinion 31
REPRESENTATIONS AND WARRANTIES OF SWB. Except as may be disclosed to Bancshares in the SWB Disclosure Schedule, SWB represents and warrants to Bancshares, as of the date of this Agreement and as of the Closing Date (except those representations and warranties that are made as of a specific date need be true only as of such date) as follows:
