Common use of Making of Representations and Warranties Clause in Contracts

Making of Representations and Warranties. (a) On or prior to the date hereof, Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth in the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) On or prior to Concurrently with the date hereofexecution of this Agreement, Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in on the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party Company that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth in the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had item disclosed is or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for . (b) Except (i) as set forth on the purposes Company Disclosure Schedule; provided that any disclosures made with respect to a section of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which Article III shall be deemed untrueonly to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this 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, incorrect or (ii) as disclosed in any reports, forms, schedules, registration statements and breached if they other documents publicly filed by Company with the SEC since December 31, 2022 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 not true similarly non-specific or cautionary, predictive or forward-looking in nature), Company and correct in all material respects.Company Bank represent and warrant as follows:

Making of Representations and Warranties. (a) On or prior to Concurrently with the date hereofexecution of this Agreement, Company ▇▇▇▇▇ has delivered to Buyer Company a schedule (the “Company Buyer Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III IV or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in on the Company Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party Buyer that such item represents a material exception or fact, event or circumstance or thatthat the item disclosed is, absent such inclusion in the Company Disclosure Schedule, such item is or would reasonably be reasonably likely expected to result in have, a Material Adverse Effect with respect to CompanyBuyer. (b) Except (i) as set forth in on the Company Buyer Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, ; provided that any disclosures made with respect to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which IV shall be deemed untrueonly to qualify (1) any other section of this Article IV specifically referenced or cross-referenced and (2) other sections of this Article IV 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, incorrect or (ii) as disclosed in any reports, forms, schedules, registration statements and breached if they other documents publicly filed by Buyer with the SEC since December 31, 2020 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 not true similarly non-specific or cautionary, predictive or forward-looking in nature), Buyer, Buyer Bank and correct in all material respects.Merger Sub represent and warrant as follows:

Making of Representations and Warranties. (a) On or prior to the date hereof, Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material an exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth in the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a)3.05, 3.06, 3.083.15, 3.10, 3.153.16(c), 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) On or prior to the date hereof, Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth in the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date)Agreement, except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a)3.04, 3.04(b), 3.05(a)3.05, 3.06, 3.08, 3.10, 3.15, 3.16(c), 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) On or prior to the date hereof, Company Buyer has delivered to Buyer Company a schedule (the “Company Buyer Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article III IV or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in the Company Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Buyer Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to CompanyBuyer. (b) Except as set forth in the Company Buyer Disclosure Schedule, Company Buyer and Company Buyer Bank hereby represent and warrant, jointly and severally, to Buyer Company that the statements contained in this Article III IV are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on then and as of though the Closing DateDate were substituted for the date of this Agreement throughout this Article IV), except as to any representation or warranty which specifically speaks as of relates to an earlier date (including without limitation representations made as of “the date hereof”)date, which only need be correct as of such earlier date. No representation or warranty of Company Buyer contained in this Article III IV shall be deemed untrue or incorrect, and Company Buyer shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IIIIV, has had or would reasonably be expected to have a Material Adverse Effect with respect to CompanyBuyer, disregarding for the purposes of this Section 3.01(b4.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.024.02, 3.03, 3.04(a4.04(a), 3.04(b)4.05 and 4.12, 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) On or prior to Concurrently with the date hereofexecution of this Agreement, Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in on the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party Company that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth in the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had item disclosed is or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for . (b) Except (i) as set forth on the purposes Company Disclosure Schedule; provided that any disclosures made with respect to a section of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which Article III shall be deemed untrueonly to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this 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, incorrect or (ii) as disclosed in any reports, forms, schedules, registration statements and breached if they other documents publicly filed by Company with the SEC since December 31, 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 not true similarly non-specific or cautionary, predictive or forward-looking in nature) Company and correct in all material respects.Company Bank represent and warrant as follows:

Making of Representations and Warranties. (a) On or prior to Concurrently with the date hereofexecution of this Agreement, Company ▇▇▇▇▇ has delivered to Buyer Company a schedule (the “Company Buyer Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III IV or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in on the Company Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party Buyer that such item represents a material exception or fact, event or circumstance or thatthat the item disclosed is, absent such inclusion in the Company Disclosure Schedule, such item is or would reasonably be reasonably likely expected to result in have, a Material Adverse Effect with respect to CompanyBuyer. (b) Except (i) as set forth in on the Company Buyer Disclosure Schedule; provided that any disclosures made with respect to a section of this Article IV shall be deemed only to qualify (1) any other section of this Article IV specifically referenced or cross-referenced and (2) other sections of this Article IV 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, Company or (ii) as disclosed in any reports, forms, schedules, registration statements and Company other documents publicly filed by Buyer with the SEC since December 31, 2024 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), Buyer and Buyer Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct warrant as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.follows:

Making of Representations and Warranties. (a) On or prior to Concurrently with the date hereofexecution of this Agreement, Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in on the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party Company that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth in the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had item disclosed is or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for . (b) Except (i) as set forth on the purposes Company Disclosure Schedule; provided that any disclosures made with respect to a section of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which Article III shall be deemed untrueonly to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this 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, incorrect or (ii) as disclosed in any reports, forms, schedules, registration statements and breached if they other documents publicly filed by Company with the SEC since December 31, 2024 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 not true similarly non-specific or cautionary, predictive or forward-looking in nature), Company and correct in all material respects.Company Bank hereby represent and warrant as follows:

Making of Representations and Warranties. (a) On or prior to Concurrently with the date hereofexecution of this Agreement, the Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in on the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party the Company that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in that the Company Disclosure Schedule, such item disclosed is or would reasonably be reasonably likely expected to result in have a Material Adverse Effect with respect to the Company; and provided further, that any disclosures made with respect to a Section of this Article III shall be deemed to qualify only (1) any other Section of this Article III specifically referenced or cross-referenced, and (2) other Sections of this Article III to the extent that 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. (b) Except (i) as set forth in on the Company Disclosure Schedule, and (ii) as disclosed in any reports, forms, schedules, registration statements and other documents publicly filed by the Company with the SEC since January 1, 2021 and prior to the date of this Agreement (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), the Company Bank hereby represent represents and warrant, jointly and severally, warrants to Buyer that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of to an earlier date (including including, without limitation limitation, representations made as of “the date hereofof this Agreement”), which only need be correct as of such the specified earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to ORRF to enter into this Agreement and to consummate the transactions contemplated hereby, CVLY hereby makes to ORRF the representations and warranties contained in this Article III, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, Company CVLY has delivered to Buyer ORRF a schedule (the “Company CVLY Disclosure Schedule”) setting forthlisting, among other things, items the disclosure of which is necessary or appropriate either in relation to any or all of CVLY’s representations and warranties contained in Article III or the covenants set forth in Article V and Article VI, as applicable, in response to an express disclosure requirement contained in a provision hereof of Article III, Article V or Article VI, as applicable, or as an exception to one or more representations or warranties contained in this Article III or to one or more of its the covenants contained set forth in Article VV and Article VI, as applicable; provided, however, that (i) the section numbers of the CVLY Disclosure Schedules are numbered to correspond to the section numbers of this Agreement to which they refer, (ii) no such item is required to be set forth on the CVLY Disclosure Schedule as an exception to a representation or warranty (x) to the extent that the information has been disclosed in any of the CVLY Reports (as defined below) filed after January 1, 2023 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) and/or (y) if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 9.1, and (iii) the mere inclusion of an item in the Company CVLY Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party CVLY that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, that such item is or would reasonably be reasonably likely expected to result in a CVLY Material Adverse Effect Effect. Any disclosure made in the CVLY Disclosure Schedule with respect to Company. (b) Except as set forth in the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as a section of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of qualify any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article IIIIII specifically referenced or cross-referenced or that contains sufficient detail to enable a reasonable Person to recognize, has had or would reasonably be expected on its face, the relevance of such disclosure to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respectssuch other sections.

Making of Representations and Warranties. (a) On or prior to the date hereof, Company has and Company Bank have delivered to Buyer and Buyer Bank a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III 3 or to one or more of its covenants contained in Article V5; provided, however, that the mere inclusion of an item nothing in the Company Disclosure Schedule as shall be deemed adequate to disclose an exception to a representation or a warranty shall not be deemed an admission by a party that unless such schedule identifies the exception with reasonable particularity and summarizes the relevant facts giving rise to the inclusion of such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the particular section of the Company Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth in (i) any of the Company SEC Documents filed prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risk 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) or (ii) the Company Disclosure ScheduleSchedule (subject to Section 9.12), Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.follows:

Making of Representations and Warranties. (a) On or prior to Concurrently with the date hereofexecution of this Agreement, Company B▇▇▇▇ has delivered to Buyer Company a schedule (the “Company Buyer Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III IV or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in on the Company Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party Buyer that such item represents a material exception or fact, event or circumstance or thatthat the item disclosed is, absent such inclusion in the Company Disclosure Schedule, such item is or would reasonably be reasonably likely expected to result in have, a Material Adverse Effect with respect to CompanyBuyer. (b) Except (i) as set forth in on the Company Buyer Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, Schedule; provided that any disclosures made with respect to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which IV shall be deemed untrueonly to qualify (1) any other section of this Article IV specifically referenced or cross-referenced and (2) other sections of this Article IV 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, incorrect or (ii) as disclosed in any reports, forms, schedules, registration statements and breached if they other documents publicly filed by Buyer with the SEC since December 31, 2022 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 not true similarly non-specific or cautionary, predictive or forward-looking in nature), Buyer and correct in all material respects.Buyer Bank represent and warrant as follows:

Making of Representations and Warranties. (a) As a material inducement to Buyer, Buyer Bank and Merger Sub to enter into this Agreement and to consummate the transactions contemplated hereby, the Company and Company Bank jointly and severally hereby make to Buyer, Buyer Bank and Merger Sub the representations and warranties contained in this Article III. (b) On or prior to the date hereof, the Company has delivered to Buyer, Buyer Bank and Merger Sub a schedule disclosure letter (the “Company Disclosure ScheduleLetter”) setting forthlisting, among other things, items the disclosure of which is necessary or appropriate either in response relation to an express disclosure requirement contained in a provision hereof any or as an exception to one or more all of the Company’s and Company Bank’s representations or and warranties contained in this Article III or to one or more of its covenants contained in Article VIII; provided, however, that the mere inclusion of an no such item in is required to be set forth on the Company Disclosure Schedule Letter as an exception to a representation or warranty shall if its absence is not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth the related representation or warranty being untrue or incorrect under the standards established by Section 3.1(c). Without limiting the scope of the immediately preceding sentence, any disclosure made in the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, Letter with respect to Buyer that the statements contained in a Section of this Article III are correct as shall be deemed to qualify (i) any subsection of such Section specifically referenced or cross-referenced and (ii) any other Section or subsection of this Article to the extent that it is reasonably apparent (notwithstanding the absence of a specific cross-reference) from a reading of the date of this Agreement disclosure that such disclosure is relevant to such other Section or subsection and will be correct as of contains sufficient detail to enable a reasonable person to recognize the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as relevance of such earlier date. disclosure to such other Section or subsection. (c) No representation or warranty of the Company and Company Bank contained in this Article III shall be deemed untrue or incorrect, and the Company and Company Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, change, development, effect, circumstance or event unless such fact, change, development, effect, circumstance or event, individually or taken together with all other facts, changes, developments, effects, circumstances or events inconsistent with any section of this Article IIIIII (read for this purpose without regard to any individual reference to materiality, material adverse effect or Company 5 Material Adverse Effect), has had or would reasonably be expected to have a Company Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warrantyEffect; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.023.3, 3.03, 3.04(a3.4(a), 3.04(b3.5, 3.6, 3.9(a), 3.05(a3.13(i), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g3.15(h) and 3.16(h) 3.30, as well as the first two sentences of Section 3.2, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) On or prior to the date hereofof this Agreement, Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III or to one or more of its covenants contained in Article V; provided, however, that (a) the mere inclusion of an item in on the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party Company that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, that such item is or would reasonably be reasonably likely expected to result in have a Material Adverse Effect with respect to Company, and (b) any disclosure made with respect to a section of this Article III shall be deemed to qualify any other section of this Article III specifically referenced or cross-referenced. (b) Except as set forth in on the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereofof this Agreement”), which only need be correct as of such the specified earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance circumstance, or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a)3.05, 3.06, 3.08, 3.10, 3.10 and 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect incorrect, and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) On or prior to the date hereofof this Agreement, Company Buyer has delivered to Buyer Company a schedule (the “Company Buyer Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III IV or to one or more of its covenants contained in Article V; provided, however, that (a) the mere inclusion of an item in on the Company Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party Buyer that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, that such item is or would reasonably be reasonably likely expected to result in have a Material Adverse Effect with respect to CompanyBuyer, and (b) any disclosure made with respect to a section of this Article III shall be deemed to qualify any other section of this Article IV specifically referenced or cross-referenced. (b) Except as set forth in the Company Buyer Disclosure Schedule, Company Buyer and Company Buyer Bank hereby represent and warrant, jointly and severally, to Buyer Company that the statements contained in this Article III IV are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of relates to an earlier date (including without limitation representations made as of “the date hereof”)date, which only need be correct as of such the earlier date. No representation or warranty of Company Buyer contained in this Article III IV shall be deemed untrue or incorrect, and Company Buyer shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance circumstance, or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances circumstances, or events inconsistent with any section of this Article IIIIV, has had or would reasonably be expected to have a Material Adverse Effect with respect to CompanyBuyer, disregarding for the purposes of this Section 3.01(b4.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.024.02, 3.034.03, 3.04(a)4.04, 3.04(b)4.05 and 4.12, 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect incorrect, and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) On or prior to the date hereof, Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material an exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth in the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a)3.05, 3.06, 3.08, 3.10, 3.10 and 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) On or prior to the date hereof, Company has and Company Bank have delivered to Buyer Parent a schedule (the “"Company Disclosure Schedule”) "), the section numbers of which are numbered to correspond to the section numbers of this Agreement to which they refer, setting forth, among other things, forth items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article III 3 or to one or more of its Company's or Company Bank's covenants contained in Article V5; provided, however, that (i) nothing in the Company Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or a warranty unless such schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail and (ii) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party the Company that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse Effect with respect to CompanyEffect. (b) Except as set forth in (i) the Company Reports filed prior to the date hereof and (ii) the Company Disclosure ScheduleSchedule (subject to Section 9.12), Company and Company Bank hereby represent and warrant, jointly and severally, warrant to Buyer that the statements contained Parent as follows in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date 3. (as though made on and as of the Closing Date), except as to c) Notwithstanding any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained other provision in this Article III 3 to the contrary, any representations or warranties of Company Bank shall be deemed untrue or incorrectmade on behalf of Company Bank, and where applicable, Company shall Bank's wholly-owned subsidiaries, and not be deemed to have breached a representation on behalf of Company or warrantyany of Company's subsidiaries, as a consequence of the existence or of any factAffiliate of Company or of Company Bank. Further, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained of Company Bank in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which this Article 3 shall be deemed untruelimited solely with respect to Company Bank, incorrect and breached where applicable, Company Bank's wholly-owned subsidiaries, to the extent necessary if they are not true and correct (i) a Governmental Authority having jurisdiction over Company Bank by written communication addressed to Company Bank or its board of directors informs Company Bank or its board of directors that such Governmental Authority has determined that any obligation of Company Bank resulting from such representations or warranties violates Sections 23A or 23B of the Federal Reserve Act, as amended, or another law, rule, regulation or policy applicable to Company Bank or Company, (ii) a Governmental Authority notifies Company Bank that such representations or warranties, or the obligations resulting therefrom, would result in all material respectsan adverse impact on Company Bank's examination ratings or (iii) such representations or warranties, or the obligations resulting therefrom, would give rise to civil money penalties or other sanctions.

Making of Representations and Warranties. (a) On or prior to the date hereofof this Agreement, Company Buyer has delivered to Buyer Company a schedule (the “Company Buyer Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III IV or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in on the Company Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party Buyer that such item represents a material exception or fact, event or circumstance or thatthat the item disclosed is, absent such inclusion in the Company Disclosure Schedule, such item is or would reasonably be reasonably likely expected to result in have, a Material Adverse Effect with respect to CompanyBuyer. (b) Except as set forth in on the Company Buyer Disclosure Schedule, Company Buyer and Company Buyer Bank hereby represent and warrant, jointly and severally, to Buyer Company that the statements contained in this Article III IV are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of to an earlier date (including including, without limitation limitation, representations made as of “the date hereofof this Agreement”), which only need be correct as of such the specified earlier date. No representation or warranty of Company Buyer contained in this Article III IV shall be deemed untrue or incorrect, and Company Buyer shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance circumstance, or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances circumstances, or events inconsistent with any section of this Article IIIIV, has had or would reasonably be expected to have a Material Adverse Effect with respect to CompanyBuyer, disregarding for the purposes of this Section 3.01(b4.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.024.02, 3.034.03, 3.04(a)4.04, 3.04(b)4.05, 3.05(a)4.06, 3.064.10 and 4.12, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect incorrect, and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to CVLY to enter into this Agreement and to consummate the transactions contemplated hereby, ORRF hereby makes to CVLY the representations and warranties contained in this Article IV, subject to the standards established by Section 9.1. (b) On or prior to the date hereof, Company ORRF has delivered to Buyer CVLY a schedule (the “Company ORRF Disclosure Schedule”) setting forthlisting, among other things, items the disclosure of which is necessary or appropriate either in relation to any or all of ORRF’s representations and warranties contained in Article IV or the covenants set forth in Article V and VI, as applicable, in response to an express disclosure requirement contained in a provision hereof of Article IV, Article V or Article VI, as applicable, or as an exception to one or more representations or warranties contained in this Article III IV or to one or more of its the covenants contained set forth in Article VV and Article VI, as applicable; provided, however, that (i) the section numbers of the ORRF Disclosure Schedules are numbered to correspond to the section numbers of this Agreement to which they refer, (ii) no such item is required to be set forth on the ORRF Disclosure Schedule as an exception to a representation or warranty (x) to the extent that the information has been disclosed in any of the ORRF Reports (as defined below) filed after January 1, 2023 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) and/or (y) if its absence is not reasonably likely to result in the related representation or warranty being untrue or incorrect under the standards established by Section 9.1, and (iii) the mere inclusion of an item in the Company ORRF Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party ORRF that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, that such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth in the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a result in an ORRF Material Adverse Effect Effect. Any disclosure made in the ORRF Disclosure Schedule with respect to Company, disregarding for the purposes a section of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which Article IV shall be deemed untrueto qualify any other section of Article IV specifically referenced or cross-referenced or that contains sufficient detail to enable a reasonable Person to recognize, incorrect and breached if they are not true and correct in all material respectson its face, the relevance of such disclosure to such other sections.

Making of Representations and Warranties. (a) On or prior to Concurrently with the date hereofexecution this Agreement, Company Buyer has delivered to Buyer the Company a schedule (the “Company Buyer Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III IV or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in on the Company Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party Buyer that such item represents a material exception or fact, event or circumstance or thatthat the item disclosed is, absent such inclusion in the Company Disclosure Schedule, such item is or would reasonably be reasonably likely expected to result in have, a Material Adverse Effect with respect to CompanyBuyer; and provided further, that any disclosures made with respect to a Section of this Article IV shall be deemed to qualify only (1) any other Section of this Article IV specifically referenced or cross-referenced, and (2) other Sections of this Article IV to the extent that 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. (b) Except (i) as set forth in on the Company Buyer Disclosure Schedule, and (ii) as disclosed in any report, forms, schedules, registrations statements and other documents publicly filed by Buyer with the SEC since January 1, 2021 and prior to the date of this Agreement (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), Buyer represents and warrants to the Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III IV are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of to an earlier date (including including, without limitation limitation, representations made as of “the date hereofof this Agreement”), which only need be correct as of such the specified earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) As a material inducement to Buyer, Buyer Bank and Merger Sub to enter into this Agreement and to consummate the transactions contemplated hereby, the Company and Company Bank jointly and severally hereby make to Buyer, Buyer Bank and Merger Sub the representations and warranties contained in this Article III. (b) On or prior to the date hereof, the Company has delivered to Buyer, Buyer Bank and Merger Sub a schedule disclosure letter (the “Company Disclosure ScheduleLetter”) setting forthlisting, among other things, items the disclosure of which is necessary or appropriate either in response relation to an express disclosure requirement contained in a provision hereof any or as an exception to one or more all of the Company’s and Company Bank’s representations or and warranties contained in this Article III or to one or more of its covenants contained in Article VIII; provided, however, that the mere inclusion of an no such item in is required to be set forth on the Company Disclosure Schedule Letter as an exception to a representation or warranty shall if its absence is not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth the related representation or warranty being untrue or incorrect under the standards established by Section 3.1(c). Without limiting the scope of the immediately preceding sentence, any disclosure made in the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, Letter with respect to Buyer that the statements contained in a Section of this Article III are correct as shall be deemed to qualify (i) any subsection of such Section specifically referenced or cross-referenced and (ii) any other Section or subsection of this Article to the extent that it is reasonably apparent (notwithstanding the absence of a specific cross-reference) from a reading of the date of this Agreement disclosure that such disclosure is relevant to such other Section or subsection and will be correct as of contains sufficient detail to enable a reasonable person to recognize the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as relevance of such earlier date. disclosure to such other Section or subsection. (c) No representation or warranty of the Company and Company Bank contained in this Article III shall be deemed untrue or incorrect, and the Company and Company Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, change, development, effect, circumstance or event unless such fact, change, development, effect, circumstance or event, individually or taken together with all other facts, changes, developments, effects, circumstances or events inconsistent with any section of this Article IIIIII (read for this purpose without regard to any individual reference to materiality, material adverse effect or Company Material Adverse Effect), has had or would reasonably be expected to have a Company Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warrantyEffect; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.023.3, 3.03, 3.04(a3.4(a), 3.04(b3.5, 3.6, 3.9(a), 3.05(a3.13(i), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g3.15(h) and 3.16(h) 3.30, as well as the first two sentences of Section 3.2, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) On or prior to Concurrently with the date hereofexecution of this Agreement, Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in on the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party Company that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth in the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had item disclosed is or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for . (b) Except (i) as set forth on the purposes Company Disclosure Schedule; provided that any disclosures made with respect to a section of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which Article III shall be deemed untrueonly to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this 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, incorrect or (ii) as disclosed in any reports, forms, schedules, registration statements and breached if they other documents publicly filed by Company with the SEC since December 31, 2023 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 not true similarly non-specific or cautionary, predictive or forward-looking in nature) Company and correct in all material respects.Company Bank represent and warrant as follows:

Making of Representations and Warranties. (a) On or prior to the date hereofof this Agreement, Company has delivered to Buyer a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in on the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party Company that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in that the Company Disclosure Schedule, such item disclosed is or would reasonably be reasonably likely expected to result in have a Material Adverse Effect with respect to Company. (b) Except as set forth in on the Company Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereofof this Agreement”), which only need be correct as of such the specified earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance circumstance, or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a)3.05, 3.06, 3.08, 3.10, 3.10(a) and 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect incorrect, and breached if they are not true and correct in all material respects.

Making of Representations and Warranties. (a) On or prior to Concurrently with the date hereofexecution of this Agreement, Company Buyer has delivered to Buyer Company a schedule (the “Company Buyer Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III IV or to one or more of its covenants contained in Article V; provided, however, that the mere inclusion of an item in on the Company Buyer Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party Buyer that such item represents a material exception or fact, event or circumstance or thatthat the item disclosed is, absent such inclusion in the Company Disclosure Schedule, such item is or would reasonably be reasonably likely expected to result in have, a Material Adverse Effect with respect to CompanyBuyer. (b) Except (i) as set forth in on the Company Buyer Disclosure Schedule, Company and Company Bank hereby represent and warrant, jointly and severally, Schedule; provided that any disclosures made with respect to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which IV shall be deemed untrueonly to qualify (1) any other section of this Article IV specifically referenced or cross-referenced and (2) other sections of this Article IV 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, incorrect or (ii) as disclosed in any reports, forms, schedules, registration statements and breached if they other documents publicly filed by Buyer with the SEC since December 31, 2023 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 not true similarly non-specific or cautionary, predictive or forward-looking in nature), Buyer and correct in all material respects.Buyer Bank represent and warrant as follows:

Making of Representations and Warranties. (a) On or prior to the date hereof, Company has and Company Bank have delivered to Buyer and Buyer Bank a schedule (the “Company Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article III ‎Article 3 or to one or more of its covenants contained in Article V‎Article 5; provided, however, that the mere inclusion of an item nothing in the Company Disclosure Schedule as shall be deemed adequate to disclose an exception to a representation or a warranty shall not be deemed an admission by a party that unless such schedule identifies the exception with reasonable particularity and summarizes the relevant facts giving rise to the inclusion of such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the particular section of the Company Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect with respect to Company. (b) Except as set forth in (i) any of the Company SEC Documents filed prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risk 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) or (ii) the Company Disclosure ScheduleSchedule (subject to ‎‎Section 9.12), Company and Company Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereof”), which only need be correct as of such earlier date. No representation or warranty of Company contained in this Article III shall be deemed untrue or incorrect, and Company shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to Company, disregarding for the purposes of this Section 3.01(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects.follows:

Making of Representations and Warranties. (a) On or prior to the date hereof, Company Seller has delivered to Buyer a schedule letter that will be treated confidentially (the “Company Seller Disclosure ScheduleLetter”) setting forthlisting, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof of this Agreement or as an exception to one or more representations or warranties contained in Article III or to one or more of its covenants contained in Article V; provided, however, that (i) the mere inclusion of an item in the Company Seller Disclosure Schedule Letter as an exception to a representation or warranty shall not be deemed an admission by a party Seller that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Company Disclosure Schedule, that such item is or would reasonably be reasonably likely expected to result in have a Material Adverse Effect with respect to CompanySeller, and (ii) any disclosure made with respect to a section of this Article III shall be deemed to qualify any other section of this Article III (A) specifically referenced or cross-referenced in such disclosure or (B) 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 of this Article III. (b) Except as set forth in the Company Seller Disclosure ScheduleLetter or in the Seller Reports, Company Seller and Company Seller Bank hereby represent and warrant, jointly and severally, to Buyer that the statements contained in this Article III are correct as of the date of this Agreement and will be correct as of the Closing Date (as though made on and as of the Closing Date), except as to any representation or warranty which specifically speaks as of an earlier date (including without limitation representations made as of “the date hereofof this Agreement”), which only need be correct as of such the specified earlier date. No representation or warranty of Company Seller contained in this Article III shall be deemed untrue or incorrect, and Company Seller shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance circumstance, or event, individually or taken together with all other facts, circumstances or events inconsistent with any section of this Article III, has had or would reasonably be expected to have a Material Adverse Effect with respect to CompanySeller, disregarding for the purposes of this Section 3.01(b3.1(b) any materiality or Material Adverse Effect qualification contained in any representation or warranty; provided, however, that the foregoing standard shall not apply to the representations and warranties contained in Sections 3.02, 3.03, 3.04(a(a) Section 3.3(a), 3.04(b), 3.05(a), 3.06, 3.08, 3.10, 3.15, 3.16(f), 3.16(g) and 3.16(h) which shall be deemed untrueuntrue and incorrect if not true and correct except to a de minimis extent, (b) Sections 3.8 and 3.9(a), which shall be deemed untrue and incorrect if not true and breached correct, and (c) Sections 3.2(a), 3.3(b), 3.4(a) and 3.4(b)(i), which shall be deemed untrue and incorrect if they are not true and correct in all material respects. (c) For purposes of this Agreement: