Absence of Adverse Facts. There shall have been no determination by ANB in good faith that any fact, litigation, claim, event or condition exists or has occurred that, in the judgment of ANB, (i) would have a Material Adverse Effect on, or which may be foreseen to have a Material Adverse Effect on, FCB or FCB Bank or the consummation of the transactions provided for in this Agreement, (ii) would be of such significance with respect to the business or economic benefits expected to be obtained by ANB pursuant to this Agreement as to render inadvisable the consummation of the transactions pursuant to this Agreement, (iii) would be materially adverse to the interests of ANB on a consolidated basis or (iv) would render the Merger or the other transactions provided for in this Agreement impractical because of any state of war, national emergency, banking moratorium or general suspension of trading on NASDAQ, the New York Stock Exchange, Inc. or other national securities exchange.
Absence of Adverse Facts. There shall have been no reasonable determination by NCC in good faith that any fact, Litigation, claim, event or condition exists or has occurred that, in the reasonable judgment of NCC, (i) would have a Material Adverse Effect on, or which may be foreseen to have a Material Adverse Effect on, PB or the consummation of the transactions provided for in this Agreement, (ii) would be materially adverse to the interests of NCC on a consolidated basis or (iii) would render the Merger or the other transactions provided for in this Agreement impractical because of any state of war, national emergency, banking moratorium or general suspension of trading on any national securities exchange.
Absence of Adverse Facts. There shall have been no determination by Xxxxxxx that any fact, event or condition exists or has occurred (regardless of whether or not such events or changes are inconsistent with the representations and warranties given herein) that, in the reasonable good faith judgment of Xxxxxxx, would have a Material Adverse Effect on North Penn or the consummation of the transactions contemplated by this Agreement.
Absence of Adverse Facts. There shall have been no --------------------------- determination by Sun that any fact, event or condition exists or has occurred that, in the judgment of Sun, would have a Material Adverse Effect on, or which may be foreseen to have a Material Adverse Effect on, the Condition of Community on a consolidated basis or the consummation of the transactions contemplated by this Agreement.
Absence of Adverse Facts. There shall have been no determination by Kearny that any fact, event or condition exists or has occurred that, in the judgment of Kearny, would have a Material Adverse Effect on, or which may be foreseen to have a Material Adverse Effect on, Central Jersey or the consummation of the transactions contemplated by this Agreement.
Absence of Adverse Facts. There shall have been no determination by Protective in good faith that any fact, Litigation, claim, event or condition exists or has occurred that, in the judgment of Protective, (i) would have a Material Adverse Effect on, or which may be foreseen to have a Material Adverse Effect on, BHC or Bank or the consummation of the Transactions, (ii) would be of such significance with respect to the business or economic benefits expected to be obtained by Protective pursuant to this Agreement as to render inadvisable the consummation of the Transactions, (iii) would be materially adverse to the interests of Protective on a consolidated basis or (iv) would render the Merger or the other Transactions impractical because of any state of war, national emergency, banking moratorium or general suspension of trading on NASDAQ, the New York Stock Exchange, Inc. or other national securities exchange.
Absence of Adverse Facts. There shall be no discovery of facts, developments or actual or threatened causes of action, investigations or proceedings by or before any court or other governmental body that relates to or involves Seller and which would have a materially adverse effect upon the consummation of the transactions contemplated by this Agreement or that challenges the validity or legality of this Agreement, seeks to restrain or invalidate the consummation of the transactions contemplated by this Agreement, seeks damages in connection therewith, or that otherwise would be materially adverse to the interests of Purchaser.
Absence of Adverse Facts. There shall have been no determination by NCC in good faith that any fact, Litigation, claim, event or condition exists or has occurred that, in the judgment of NCC, (i) would have a Material Adverse Effect on, or which may be foreseen to have a Material Adverse Effect on, United or the consummation of the transactions provided for in this Agreement, (ii) would be of such significance with respect to the business or economic benefits expected to be obtained by NCC pursuant to this Agreement as to render inadvisable the consummation of the transactions pursuant to this Agreement, (iii) would be materially adverse to the interests of NCC on a consolidated basis or (iv) would render the Merger or the other transactions provided for in this Agreement impractical because of any state of war, national emergency, banking moratorium or general suspension of trading on any national securities exchange.
Absence of Adverse Facts. No fact, event or condition exists or has occurred that, in the reasonable judgment of SouthTrust, (a) would have a Material Adverse Effect on, or which may be foreseen to have a Material Adverse Effect on, the Condition of CENIT on a consolidated basis or the consummation of the transactions contemplated by this Agreement, (b) would have a Material Adverse Effect on the interests of SouthTrust on a consolidated basis or (c) would render the Merger or the other transactions contemplated by this Agreement impractical because of any state of war, national emergency, banking moratorium or general suspension of trading on NASDAQ, the New York Stock Exchange, Inc. or other national securities exchange.
Absence of Adverse Facts. There shall have been no determination by CapitalSouth that any fact, event or condition exists or has occurred that, in the judgment of CapitalSouth, (a) would have a Material Adverse Effect on, or which may be foreseen to have a Material Adverse Effect on, the Condition of Monticello or Monticello Bank on a consolidated basis or the consummation of the transactions contemplated by this Agreement; or (b) would render the Merger or the other transactions contemplated by this Agreement impractical because of any state of war, national emergency, banking moratorium or general suspension of trading on NASDAQ, the New York Stock Exchange, Inc. or other national securities exchange.
