Accounting, Tax, Regulatory Matters. Sun has not agreed to take ----------------------------------- any action, has no knowledge of any fact and has not agreed to any circumstance that would (i) prevent the transactions contemplated hereby, including the Merger, from qualifying as a reorganization within the meaning of Section 368 of the Code, or (ii) materially impede or delay receipt of any Consent from any Regulatory Authority referred to in this Agreement including matters relating to the Community Reinvestment Act.
Accounting, Tax, Regulatory Matters. SouthTrust has not taken or agreed to take any action, has no knowledge of any fact and has not agreed to any circumstance that would (i) prevent the transactions contemplated hereby, including the Merger, from qualifying as a reorganization within the meaning of Section 368 of the Code, or (ii) materially impede or delay receipt of any Consent from any Regulatory Authority referred to in this Agreement, including matters relating to the Community Reinvestment Act and protests thereunder.
Accounting, Tax, Regulatory Matters. SouthTrust has not -------------------------------------- agreed to take any action, has no knowledge of any fact and has not agreed to any circumstance that would (i) prevent the transactions contemplated hereby, including the Merger, from qualifying as a reorganization within the meaning of Section 368 of the Code, or (ii) materially impede or delay receipt of any Consent from any Regulatory Authority referred to in this Agreement including matters related to the Community Reinvestment Act and protests thereunder.
Accounting, Tax, Regulatory Matters. To its Knowledge, neither Stone Street nor any Stone Street Subsidiary has taken or agreed to take any action nor does Stone Street have any Knowledge of any fact or circumstance that would (i) prevent (or, together with other events, would be reasonably likely to prevent) the Merger and the Second Merger from qualifying as a Tax-free reorganization within the meaning of Tax Code Section 368, or (ii) significantly impede or delay receipt of any Regulatory Approval.
Accounting, Tax, Regulatory Matters. Neither CCBF nor any CCBF Subsidiary has taken or agreed to take any action or has any Knowledge of any fact or circumstance that would (i) prevent the Merger and the Second Merger from qualifying as a Tax-free reorganization within the meaning of Tax Code Section 368, or (ii) significantly impede or delay receipt of any Regulatory Approval.
Accounting, Tax, Regulatory Matters. Premier has no knowledge of any fact, will not take or agree to take any action, and has not agreed and will not agree to any circumstance that would (i) prevent the transactions contemplated hereby, including the Merger, from qualifying as a reorganization within the meaning of Section 368 of the Code, or (ii) materially impede or delay receipt of any Consent from any Regulatory Authority referred to in this Agreement.
Accounting, Tax, Regulatory Matters. There exists no fact or condition (including Black Diamond's record of compliance with the Community Reinvestment Act) relating to Black Diamond that may reasonably be expected to (i) prevent or materially impede or delay FNB or Black Diamond from obtaining the regulatory approvals required in order to consummate transactions described herein, (ii) prevent the Merger from qualifying to be a reorganization under Section 368(a) of the Code, or (iii) prevent the Merger from being treated as a "pooling-of-interests" for accounting purposes; and, if any such fact or condition becomes known to Black Diamond, Black Diamond shall promptly (and in any event within three days after obtaining such knowledge) communicate such fact or condition to FNB in writing.
Accounting, Tax, Regulatory Matters. There exists no fact or condition (including FNB's or FNB Southeast's record of compliance with the Community Reinvestment Act) relating to FNB or FNB Southeast that may reasonably be expected to (i) prevent or materially impede or delay FNB or Black Diamond from obtaining the regulatory approvals required in order to consummate transactions described herein, (ii) prevent the Merger from qualifying to be a reorganization under Section 368(a) of the Code, or (iii) prevent the Merger from being treated as a "pooling-of-interests" for accounting purposes; and, if any such fact or condition becomes known to FNB, FNB shall promptly (and in any event within three days after obtaining such knowledge) communicate such fact or condition to Black Diamond in writing.
Accounting, Tax, Regulatory Matters. HRB has no Knowledge of any fact, will not take or agree to take any action, and has not agreed and will not agree to any circumstance that would (i) prevent the transactions contemplated hereby, including the Merger, from qualifying as a reorganization within the meaning of Section 368 of the Code, or (ii) materially impede or delay receipt of any Consent from any Regulatory Authority referred to in this Agreement.
Accounting, Tax, Regulatory Matters. Subject to action taken by the Board of Directors of American National pursuant to or as a result of the exception clause to the first sentence of Section 4.4 hereof, American National has not taken or agreed to take any action or has any knowledge of any fact or circumstance that would prevent the Holding Company Merger or the Bank Merger from qualifying as a reorganization within the meaning of Section 368 of the Code, or materially impede or delay receipt of any approval referred to in Section 4.6.
