OF THIS AGREEMENT, AND (I)
THE PUBLIC DISCLOSURE OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
(C)
"PREVIOUSLY DISCLOSED" WITH REGARD TO (1) ANY PARTY MEANS
INFORMATION SET FORTH ON ITS DISCLOSURE SCHEDULE CORRESPONDING TO THE PROVISION
OF THIS AGREEMENT TO WHICH SUCH INFORMATION RELATES; PROVIDED
THAT INFORMATION
WHICH, ON ITS FACE, REASONABLY SHOULD INDICATE TO THE READER THAT IT RELATES TO
ANOTHER PROVISION OF THIS AGREEMENT SHALL ALSO BE DEEMED TO BE PREVIOUSLY
DISCLOSED WITH RESPECT TO SUCH OTHER PROVISION AND (2) THE COMPANY, INCLUDES
INFORMATION PUBLICLY DISCLOSED BY THE COMPANY IN THE COMPANY REPORTS FILED BY IT
WITH OR FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND
PUBLICLY AVAILABLE PRIOR TO THE DATE OF THIS AGREEMENT (EXCLUDING ANY RISK
FACTOR DISCLOSURES CONTAINED IN SUCH DOCUMENTS UNDER THE HEADING "RISK FACTORS"
AND ANY DISCLOSURE OF RISKS INCLUDED IN ANY "FORWARD-LOOKING STATEMENTS"
DISCLAIMER OR OTHER STATEMENTS THAT ARE SIMILARLY NONSPECIFIC AND ARE PREDICTIVE
OR FORWARD-LOOKING IN NATURE).
(D)
EACH PARTY ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY
REPRESENTATION OR WARRANTY NOT SET FORTH IN THIS AGREEMENT.
THE INVESTOR
ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO CONDUCT SUCH REVIEW AND ANALYSIS
OF THE BUSINESS, ASSETS, CONDITION, OPERATIONS AND PROSPECTS OF THE COMPANY AND
THE COMPANY SUBSIDIARIES, INCLUDING AN OPPORTUNITY TO ASK SUCH QUESTIONS OF
MANAGEMENT (FOR WHICH IT HAS RECEIVED SUCH ANSWERS) AND TO REVIEW SUCH
INFORMATION MAINTAINED BY THE COMPANY, IN EACH CASE AS THE INVESTOR CONSIDERS
SUFFICIENT FOR THE PURPOSE OF MAKING THE PURCHASE.
THE INVESTOR FURTHER
ACKNOWLEDGES THAT IT HAS HAD SUCH AN OPPORTUNITY TO CONSULT WITH ITS OWN
COUNSEL, FINANCIAL AND TAX ADVISERS AND OTHER PROFESSIONAL ADVISERS AS IT
BELIEVES IS SUFFICIENT FOR PURPOSES OF THE PURCHASE.
-4-
2.2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. EXCEPT AS PREVIOUSLY
DISCLOSED, THE COMPANY REPRESENTS AND WARRANTS TO THE INVESTOR AS OF THE DATE OF
THIS AGREEMENT THAT:
(A)
ORGANIZATION AND AUTHORITY; BANK REGULATIONS.
THE COMPANY IS
A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE STATE OF NEW YORK, IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD
STANDING IN ALL JURISDICTIONS WHERE ITS OWNERSHIP OR LEASING OF PROPERTY OR THE
CONDUCT OF ITS BUSINESS REQUIRES IT TO BE SO QUALIFIED AND FAILURE TO BE SO
QUALIFIED WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY, AND HAS CORPORATE
POWER AND AUTHORITY TO OWN ITS PROPERTIES AND ASSETS AND TO CARRY ON ITS
BUSINESS AS IT IS NOW BEING CONDUCTED.
THE COMPANY HAS PREVIOUSLY DISCLOSED TO
THE INVESTOR TRUE AND CORRECT COPIES OF ITS CERTIFICATE OF INCORPORATION AND
BY-LAWS AS AMENDED THROUGH THE DATE OF THIS AGREEMENT.
THE COMPANY IS DULY
REGISTERED AS A BANK HOLDING COMPANY UNDER THE BANK HOLDING COMPANY ACT OF 1956,
AS AMENDED (THE "BHC ACT").
THE BANK IS DULY ORGANIZED AND VALIDLY EXISTING AS
A NATIONAL BANKING ASSOCIATION AND ITS DEPOSIT ACCOUNTS ARE INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") TO THE FULLEST EXTENT PERMITTED
BY THE FEDERAL DEPOSIT INSURANCE ACT