In the securities industry, the settlement period is the amount of time between the trade datewhen an order for a security is executed, and the settlement date when the trade is final. There is no event that has occurred that, to the knowledge of Seller, would result in the revocation of any such license, franchise, permit or governmental authorization and that would have a material adverse effect on Seller; and, have been and are in compliance with (A)the applicable provisions of the Sarbanes-Oxley Act of 2002 and the related rules and regulations promulgated thereunder (the . 0 NO HIDDEN FEES! WebAlabama Farmers Cooperative is a regionally federated supply and marketing cooperative providing farmers a full range of supplies and services. The Realtor, if applicable, If you have more than one company to research, please follow the same process. Seller and Buyer shall, and shall cause their respective Representatives to, hold the Information in strictest confidence and not use, and not disclose directly or indirectly any of such Information except when, after and to the extent such Information (i)is or becomes generally available to the public other than through the failure of Seller or Buyer to fulfill its obligations hereunder, (ii)was already known to the party receiving the Information on a nonconfidential basis prior to the disclosure or (iii)is subsequently disclosed to the party receiving the Information on a nonconfidential basis by a third party having no obligation of confidentiality to the party disclosing the Information. Terms of use | Let our staff help you find out the answers with your old stock research. Seller has taken commercially reasonable measures to ensure that all IIPI in its possession or control is, REPRESENTATIONS AND WARRANTIES OF BUYER AND BUYER SUB. The provisions of this Section6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and to grant third party rights to, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives. From the date hereof until the Effective Time, except as set forth in the Buyer Disclosure Schedule or as expressly contemplated by this Agreement, without the prior written consent of Seller, Buyer will not, and will cause the Buyer Subsidiaries not to, knowingly take any action that would, or would be reasonably expected to, (i)prevent or impede the Merger from qualifying as a reorganization within the meaning of Section368(a) of the Code; or (ii)knowingly take any action that is intended or is reasonably expected to result in (x)any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, (y)any of the conditions to the Merger set forth in Article Eight not being satisfied or, with respect to the conditions set forth in Section8.03(b), being materially delayed, or (z)a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law. For webmasters |. 10. 2 0 obj Stock in cooperatives, or co-ops, may generally be passed to beneficiaries after death through a living trust or a will. the articles of incorporation of Buyer as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation; the bylaws of Buyer as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation; subject to Section6.07, the directors of Buyer immediately prior to the Effective Time shall become the directors of the Surviving Corporation, each of whom shall serve in accordance with the articles of incorporation and bylaws of the Surviving Corporation; the officers of Buyer immediately prior to the Effective Time shall become the officers of the Surviving Corporation, each to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation; each Buyer Share that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger; the Merger shall have the effects prescribed in Section31D-11-1107 of the WVBCA and Section271B.11-060 of the KBCA; and. The offers that appear in this table are from partnerships from which Investopedia receives compensation. This Agreement may be terminated and the Merger and the Bank Merger abandoned at any time prior to the Effective Time, whether before or after approval of the matters presented in connection with the Merger by the shareholders of Seller: by Buyer, if the Board of Directors of Seller shall have (i)failed to recommend in the Proxy Statement/Prospectus that the shareholders of Seller approve this Agreement, or withdrawn, modified or qualified such recommendation in a manner adverse to Buyer, or resolved to do so, or failed to publicly reaffirm such recommendation within three (3)business days after Buyer requests in writing that such action be taken, or failed to. Does the Stock Certificate have Collector Value. Corporate Authority. All issued Seller Shares have been issued in compliance in all material respects with all applicable federal and state securities laws. Prior to taking any such action, Seller and Seller Sub shall provide Buyer with a copy of such resolutions or consent inconnection with such Seller 401(k) Plan termination, and shall consider any comments provided by Buyer in good faith.
0000004513 00000 n Buyers business, and the business of each of the Buyer Subsidiaries, will be conducted only in the ordinary and usual course consistent with past practice. (ii) Section4.01(a)(ii) of the Buyer Disclosure Schedule includes a list of all Buyer Subsidiaries, together with the jurisdiction of organization of each Buyer Subsidiary. Entire Agreement; No Third-Party Rights, Exhibit AList of Seller Executive Officers Executing Voting Agreements. If you have a stock certificate that is extremely old of a company that still exists, that stock certificate is still valid and represents ownership in that company. the location of the principal office of the Surviving Corporation shall be One Bank Plaza, Wheeling, WV 26003. the articles of incorporation of Buyer Sub as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Bank Corporation; the bylaws of Buyer Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Bank Corporation; subject to Section6.07, the directors of Buyer Sub immediately prior to the Effective Time shall become the directors of the Surviving Bank Corporation, each of whom shall serve in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank Corporation; the officers of Buyer Sub immediately prior to the Effective Time shall become the officers of the Surviving Bank Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Bank Corporation; and. 681 13 With book-entry, ownership of securities is never physically transferred when securities are exchanged; rather, accounting entries are merely changed in the books of the commercial financial institutions where investors maintain accounts. Seller shall, as promptly as practicable following the effective date of the Registration Statement, establish a record date (if not set forth in the Registration Statement) for, duly call, give notice of, convene and hold a meeting of its shareholders (the . By Buyer, if its Board of Directors so determines, by providing written notice to Seller: if prior to the Closing Date, any representation and warranty of Seller or Seller Sub shall have become untrue such that the condition set forth at Section8.01(a) would not be satisfied and which breach has not been cured within thirty (30)calendar days following receipt by Seller of written notice of breach or is incapable of being cured during such time period; if Seller or Seller Sub shall have failed to comply in any material respect with any covenant or agreement on the part of Seller or Seller Sub contained in this Agreement required to be complied with prior to the date of such termination, which failure to comply shall not have been cured within thirty (30)calendar days following receipt by Seller of written notice of such failure to comply or is incapable of being cured during such time period; or. Except as disclosed on Section3.01(t)(ix) of the Seller Disclosure Schedule and except for the Tax Cuts and Jobs Act of 2017 elimination of deductions for performance-based compensation, neither Seller nor any Seller Subsidiary maintains any compensation plans, programs or arrangements, the payments under which would not reasonably be expected to be deductible as a result of the limitations under Section162(m) of the Code and the regulations issued thereunder. In turn, parents would often frame a certificate and hang it in a child's room. Redemption of stock or revolvement of patronage refund allocation upon declaration by the respective Boards of Directors. Stock Cert Expert's old stock certificates research package will identify the current status and value for $24.95. Immediately after the Effective Time, each issued and outstanding share, and each share held in the treasury, of capital stock of Seller Sub shall, by virtue of the Bank Merger and without any action on the part of Buyer, Buyer Sub, Seller, Seller Sub or the holder thereof, be canceled without any conversion or issuance of any shares of capital stock of Buyer or Buyer Sub with respect thereto. 1 0 obj Privacy policy |

Is the company in business under a different name? It states that a cooperative corporation has a direct remedy against that cooperative interest if such amounts are not paid. $49.95. Buyer and Seller acknowledge that the agreements contained in this Section11.02 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Buyer would not enter into this Agreement. A living trust is an arrangement where assets, such as co-op shares, are transferred into the trust so that property may be managed under one document. The first stock certificate was issued in 1606 by the Dutch East India Company. %PDF-1.5 % Chicago Daily News, Inc. $100 Gold Specimen Bond. (b) Prior to the Effective Time, Seller shall use its commercially reasonable efforts to enter into contracts for the sale of the Classified Loans identified in Section5.09 of the Seller Disclosure Schedule, which Classified Loans have been selected by Buyer and Seller for disposition, on terms reasonably satisfactory to Buyer and Seller; provided, however, that nothing herein shall require any such sale prior to the Effective Time if Seller reasonably determines any such sale to be contrary to the best interests of Seller or safe and sound banking practice; provided, further, that nothing in this Section5.09 shall give Buyer a controlling influence over the management or policies of Seller or any of the Seller Subsidiaries prior to the Effective Time. 0000006109 00000 n Named Executive Officers deemed Voting Agreement Shareholders. Buyer and the Buyer Subsidiaries do not maintain any foreign Buyer Compensation and Benefit Plans. However, many co-op leases include terms stating that the co-op board will approve transfers to family members such as surviving spouses, children, parents and siblings. 0000053717 00000 n It was fairly common to receive a stock certificate adorned with fancy designs and ornate engravings, which were like artwork in and of themselves. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. Buyer shall indemnify Seller and the Seller Subsidiaries for any losses, fees, expenses and charges incurred by Seller in connection with the termination of the Seller 401(k) Plan if the Merger is not consummated in accordance with the terms of this Agreement. Additionally, a co-op may require tenants to be actual shareholders in the co-op. These certificates included vital information such as: The shareholders name. %%EOF Buyer shall be reimbursed by Seller for all fees, costs and other expenses incurred by Buyer in connection with enforcing its right to any Termination Fee. A share certificate is a written document verifying a stockholder owns shares of a company; this paper stock certificate has largely been phased out in the digital age. Bloomberg Markets is focused on bringing you the most important global business and breaking markets news and information as it happens. Closing Transactions Required of Seller, ARTICLE TEN NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS, 10.01. The Walt Disney Company issued its last paper stock certificates in 2013. <>/Metadata 232 0 R/ViewerPreferences 233 0 R>> Seller and the Seller Subsidiaries do not maintain any foreign Seller Compensation and Benefit Plans. Smythe, and the Herzog & Co., Inc. obsolete research services, which have been performed continuously since 1880. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. evidence, to the reasonable satisfaction of the Surviving Corporation, that such person was the owner of the Seller Shares theretofore represented by each such Seller Certificate claimed by him to be lost, wrongfully taken or destroyed and that he is the person who would be entitled to present such Seller Certificate for exchange pursuant to this Agreement; No certificates or scrip representing fractional Buyer Shares shall be issued upon the surrender for exchange of Seller Certificates evidencing Seller Shares, and such fractional Buyer Share interests will not entitle the owner thereof to vote or to any rights of a shareholder of the Surviving Corporation. Old Stock Research Service Our old company research process usually takes anywhere from several days up to three weeks once payment method had been received.

0000000016 00000 n Only membership stock will be paid out. Seller Board has approved and directed that Seller, as the sole shareholder of Seller Sub, provide its written consent to the Bank Merger. HT9&LqUol U_pABf4Y[SjclTSNOXW.X*/ID5ZTyYCnGE:eRk#>+H\ 4r+Lnz1=@nf~KFcZ}d0Io&8rPF[5})&Be-b:%H8i iN1YLy&Y> protected against loss, damage, and unauthorized access, use, modification, or other misuse. In addition, Continuing Employees who become eligible to participate in a Buyer Compensation and Benefit Plan following the Effective Time (i)shall receive full credit under such plans for any deductibles, co-payments and out-of-pocket expenses incurred by such employees and their respective dependents under the applicable Seller Compensation and Benefit Plan during the, (i)Buyer shall provide a retention pool in the aggregate amount set forth in Section6.02(d)(i) of the Buyer Disclosure Schedule (the Retention Pool) for the purposes of retaining the services of employees of the Seller and the Seller Subsidiaries (Retention Employees) who are key employees. As used in this Agreement, the term Surviving Corporation refers to Buyer at and after the Effective Time. IN WITNESS WHEREOF, this Agreement and Plan of Merger has been executed on behalf of Buyer, Buyer Sub, Seller and Seller Sub to be effective as of the date set forth in the first paragraph above.

0000003839 00000 n Title insurance firm takes it to the next level with online UCCI filing. Today, you will typically not receive a stock certificate when you buy a stock; however, your broker will send you account statements of your portfolio that will list the stocks you own. None of Buyer, Buyer Sub, Seller or Seller Sub shall make any press release or other public announcement concerning the transactions contemplated by this Agreement without the consent of the other parties hereto as to the form and contents of such press release or public announcement, except to the extent that such press release or public announcement may be required by law or the rules and regulations of the Nasdaq to be made before such consent can be obtained. A signed copy of this Agreement transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an originally executed copy of this Agreement. Seller shall promptly pay to Buyer a termination fee of $12,000,000 (the . No Solicitation. Notwithstanding the foregoing, the changing, qualifying or modifying of the Seller Board Recommendation or the making of a Seller Subsequent Determination by the Seller Board shall not change the approval of the Seller Board for purposes of causing any Takeover Laws to be inapplicable to this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby, including the Merger and the Bank Merger. 9. Box 223795 Except as disclosed on Section3.01(t)(viii) of the Seller Disclosure Schedule, the consummation of the transactions contemplated by this Agreement would not, directly or indirectly (including, without limitation, as a result of any termination of employment prior to or following the Effective Time), reasonably be expected to (A)entitle any Seller Employee, Seller Consultant or Seller Director to any payment from Seller or any Seller Affiliate (including severance pay or similar compensation, other than severance pay or compensation as otherwise provided under Section6.02(a)) or any increase in compensation, (B)result in the vesting or acceleration of any benefits under any Seller Compensation and Benefit Plan, or (C)result in any material increase in benefits payable under any Seller Compensation and Benefit Plan. The obligations of Buyer and Buyer Sub under this Agreement shall be subject to the satisfaction, or written waiver by Buyer prior to the Closing Date, of each of the following conditions precedent: The obligations of Seller and Seller Sub under this Agreement shall be subject to satisfaction, or written waiver by Seller prior to the Closing Date, of each of the following conditions precedent: The obligations of Seller and Buyer under this Agreement shall be subject to the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions precedent: The closing (the Closing) of the transactions contemplated by this Agreement shall be held at Buyers main office in Wheeling, West Virginia, commencing at 9:00 a.m. local time, on a date mutually acceptable to Buyer and Seller, which date shall not be earlier than the third business day to occur after the last of the conditions set forth in Article Eight shall have been satisfied or waived in accordance with the terms of this Agreement (excluding conditions that, by their terms, cannot be satisfied until the Closing Date); provided that no such election, shall cause the Closing to occur on a date after that specified in Section11.01(b)(i) of this Agreement or after the date or dates on which any Governmental Authority or Regulatory Authority approval or any extension thereof expires, and provided further, that if Seller has delivered a termination notice pursuant to the provisions of Section11.01(d)(iv), the Closing Date shall be the third business day following delivery of the Buyer Top-up Notice, if any. Box 223795

enter into any agreement to do any of the foregoing. How do I get in touch with the current company? What Can CitiesDo About the Most Dangerous Drivers? L. 11597, title I, 13303(b)(6), 13313(a), Dec. 22, 2017, 131 Stat. Chantilly, Virginia 90153, For a Flat Fee of $49.95 per company, we will serve as your. Officers and Directors Indemnification and Insurance, 6.07. Seller is the sole owner or, in the case of participated loans, a co-owner with the other participant(s), of all individually identifiable personal information (IIPI) relating to customers, former customers and prospective customers that will be transferred to Buyer pursuant to this Agreement and the other transactions contemplated hereby. From time to time and without additional consideration, the Shareholder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as Buyer may reasonably request for the purpose of carrying out and furthering the purpose and intent of this Agreement. All of the covenants and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the respective parties and their permitted successors, assigns, heirs, executors, administrators and other legal representatives, as the case may be, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the Shareholder hereunder may be assigned without the prior written consent of Buyer. Is There a Law That Says a Landlord Has to Paint in Between Tenants? <]>> (b) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Buyer, Buyer Sub, Seller, Seller Sub and their respective subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings (but in any event to effect all such filings within ninety (90)days of the date of this Agreement), and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the WVDFI and the Department, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event that are necessary to consummate the transactions contemplated by this Agreement. Conversion of Seller Sub Capital Stock, ARTICLE THREE REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER SUB, 3.01. (a) 401(k) Plan Matters. 0000053484 00000 n If you rather pay by check or send us your credit card information by mail, you can print out our Fax and Mail Order Form by Clicking Here. U2dw#K?\]_S&!L2;YC There is no event that has occurred that, to the knowledge of Buyer, would reasonably be expected to result in the revocation of any such license, franchise, permit or governmental authorization and that would have a material adverse effect on Buyer; and. Severability. 13. As used in this Agreement, the term Surviving Bank Corporation refers to Buyer Sub at and after the Effective Time. 1.02. No Waivers. 4. At this point you have pieced together the entire corporate history for the shares that you own! If the transfer agent requires for you to get p WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and the Bank Merger and also to prescribe certain conditions to the Merger and the Bank Merger. (a) Seller shall promptly (i)after the end of each quarter after the date hereof, (ii)at other times after reasonably requested by Buyer and (iii)upon Closing, provide Buyer with a complete and accurate list, including the amount, of all Loans of Seller and its Subsidiaries subject to each type of classification of the Classified Loans. Each party shall, upon request, furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or of its Subsidiaries to any third party or Governmental Authority or Regulatory Authority. The Board of Directors of Seller Sub has, by unanimous vote of the directors, duly adopted resolutions approving this Agreement and the Bank Merger and the other transactions contemplated hereby. Nothing in this Section6.02 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable law. 0000062263 00000 n Each of the Buyer Subsidiaries has been duly organized and is validly existing under the laws of the jurisdiction of its organization, and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification necessary, other than where the failure to be so organized, existing, qualified or licensed or in good standing, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer. 0000006666 00000 n If the company merged with another company then the stock certificate may represent a certain value in the current company. Section3.01(t)(i) of the Seller Disclosure Schedule contains a complete and accurate list of all material bonus, incentive, deferred compensation, pension (including, without limitation, Seller Pension Plans, as defined below), retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option (including, without limitation, the Seller Stock Plans), severance, welfare (including, without limitation, welfare plans within the meaning of Section3(1) of the Employee Retirement Income Security Act of 1974, as amended (, and Benefit Plan which is an employee pension benefit plan within the meaning of Section3(2) of ERISA (a , No notice of a reportable event, within the meaning of Section4043 of ERISA, for which the 30-day reporting requirement has not been waived, has been required to be filed for any Seller Compensation and Benefit Plan or by any Seller ERISA Affiliate Plan within the 12-month period ending on the date hereof, and no such notice will be required to be filed as a result of the transactions contemplated by this Agreement. 0000083979 00000 n 14. If this Agreement is validly terminated by either Seller or Buyer pursuant to Section11.01, this Agreement will forthwith become null and void and there will be no liability or obligation on the part of Seller, Seller Sub, Buyer or Buyer Sub, except (i)in accordance with Section10.01, (ii) that nothing contained herein shall relieve any party hereto from liability for any liabilities or damages arising out of its fraud or willful breach of any provision of this Agreement and (iii)as provided in paragraphs (b)-(f) below. Buyer Sub is a member in good standing of the Federal Home Loan Bank of Pittsburgh. Except for the representations and warranties contained in this Article Four, none of Buyer, Buyer Sub, Buyers Financial Advisor, attorneys or representatives, or any other person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Buyer or Buyer Sub, including any representation or warranty as to the accuracy or completeness of any information regarding Buyer or Buyer Sub furnished or made available to Seller (including any information, documents or material made available to Seller in the data room, management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of Buyer or Buyer Sub or any representation or warranty arising from statute or otherwise in law. REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER SUB. VOTING AGREEMENT (this Agreement), dated as of April19, 2018, by and between WESBANCO, INC., a West Virginia corporation (Buyer), and the undersigned holder (the Shareholder) of shares of common stock, $0.125 par value ( the Seller Shares), of FARMERS CAPITAL BANK CORPORATION, a Kentucky corporation (Seller). For purposes of this Agreement, Subsidiary has the meaning ascribed to it in Rule1-02 of RegulationS-X promulgated by the Securities and Exchange Commission (the SEC). If you have any questions, please call our toll free number at 1-888-STOCKS6 ( 1-888-786-2576 ) or dial direct to 703-787-3552.or send us an email message using the form below: Mailing Address: xref xref Our Company is an Accredited Member of the Better Business Bureau and we are Rated A+ (Highest Rating). Corporate Authority. Buyer shall file a listing application with the Nasdaq for the Buyer Shares to be issued to the former holders of Seller Shares in the Merger at the time prescribed by applicable rules and regulations of the Nasdaq, and shall use commercially reasonable efforts to cause the Buyer Shares to be issued in connection with the Merger to be approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance, prior to the Closing Date. Federal and state securities laws Executive Officers deemed Voting Agreement shareholders, and the Herzog & Co., Inc. 100! Certificates research package will identify the current company 49.95 per company, we serve. Are not paid UCCI filing and value for $ 24.95 actual shareholders in the current.. Dutch East India company 90153, for a Flat fee of $ 49.95 per company, we will serve your. Is There a Law that Says a Landlord has to Paint in Between tenants is. Bank Corporation refers to Buyer Sub is a member in good standing of the foregoing it to the next with. If you have more than one company to research, please follow the same process the Subsidiaries... For the Shares that you own the answers with your old stock research stock revolvement... That a cooperative Corporation has a direct remedy against that cooperative interest if such are..., Exhibit AList of Seller and Seller Sub, 3.01 Seller Sub Capital stock, ARTICLE TEN NON-SURVIVAL REPRESENTATIONS... Foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable our staff you! Stock research a certain value in the co-op cooperative Corporation has a direct remedy against that cooperative interest if amounts! Stock Cert Expert 's old stock research in the co-op refers to a! 'S old stock research and Seller Sub Capital stock, ARTICLE TEN NON-SURVIVAL of REPRESENTATIONS, WARRANTIES and,! 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