Common use of Actions at Closing Clause in Contracts

Actions at Closing. (a) At the Closing, ACBP shall deliver to GABC: (i) a certified copy of the articles of incorporation and bylaws of ACBP, as amended, and a certified copy of the articles of incorporation and bylaws of Bank of Evansville, as amended; (ii) a certificate or certificates signed by the Chief Executive Officer of ACBP on behalf of ACBP stating, to the best of his knowledge and belief, after due inquiry, that (A) subject to the standard set forth in Section 1.10(c), the representations and warranties contained in Article II are true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date), and (B) ACBP and Bank of Evansville have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (iii) certified copies of all resolutions of ACBP’s Board of Directors and of its shareholders relating in any way to the Holding Company Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholders of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger and other transactions contemplated thereby, together with a certificate of the tellers or other official tabulating agent responsible for tabulating the votes cast for, against or abstain on each matter presented for action at each meeting of the holders of shares of ACBP Common (including each adjournment thereof) that certifies the numbers of shares cast for, against, or abstained with respect to each matter upon which a vote (other than a vote by voice vote) was taken and recorded; (iv) a certified copy of all resolutions of the Board of Directors of Bank of Evansville and of its shareholder, relating in any way to the Bank Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholder of this Agreement and the Bank Plan of Merger and authorizing the consummation of the Bank Merger and other transactions contemplated thereby; (v) a certificate of the Indiana Secretary of State, dated a recent date, stating that ACBP is duly organized and exists under the IBCL; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that Bank of Evansville is duly organized and exists under the IFIA; (vii) a certified list of the holders of ACBP Common of record (as of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) showing, by holder and in the aggregate, the number of shares of ACBP of record as of such time; (viii) a certified list of those holders of ACBP Common of record (as of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) who are Dissenting Shareholders and the number of shares of ACBP Common as to which each of them are Dissenting Shareholders; and (ix) a certificate of the Secretary of ACBP that ACBP (A) has not issued any shares of capital stock of ACBP since the time of certification of the certified list of holders described in (vii) above (and is not subject to any pending unresolved requests or demands to issue any such capital stock) and (B) has not received any communications, in writing or otherwise, from any holders of any ACBP Common of record (other than those listed on the certified list described in (viii) above) concerning claims or entitlements or possible claims or entitlements, or desires to become entitled, to exercise their statutory dissenters rights in respect of the Holding Company Merger as holders of ACBP Common. (b) At the Closing, GABC shall deliver to ACBP: (i) a certificate signed by the Chief Executive Officer of GABC on behalf of GABC stating, to the best of his knowledge and belief, after due inquiry, that (A) subject to the standard set forth in Section 1.10(d), the representations and warranties contained in Article III are true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date), and (B) GABC has performed and complied in all material respects, unless waived by ACBP, with all of its obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC’s Board of Directors authorizing the execution of this Agreement and the Plan of Merger and the consummation of the Holding Company Merger; (iii) A certified copy of the resolutions of German American’s Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each exist under the IBCL and IFIA, respectively. (c) At the Closing, GABC and ACBP shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, accompanied by the appropriate fees.

Actions at Closing. (a) At the Closing, ACBP Bancorp shall deliver to GABCFBA: (i) a certified copy copies of the articles Certificate of incorporation Incorporation and bylaws Bylaws of ACBP, as amended, Bancorp and a certified copy the Articles or Certificate of the articles Incorporation and Bylaws of incorporation and bylaws each of Bank of Evansville, as amendedits subsidiaries; (ii) a certificate or certificates signed by the Chief Executive Officer Officers of ACBP Bancorp and Bank of San Francisco on behalf of ACBP stating, to the best of his knowledge and belief, after due inquiry, such entities stating that (A) subject to the standard set forth in Section 1.10(c), each of the representations and warranties contained in Article II are is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing (except that representations and warranties that by their terms speak only to the extent any representation or warranty expressly speaks as of the date of this Agreement or some other date shall be true and correct in all material respects as of such an earlier date), and (B) ACBP and Bank of Evansville have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Dateconditions set forth in Section 6.01 have been satisfied or waived as provided therein; (iii) certified copies of all resolutions of ACBP’s Board the Boards of Directors of Bancorp and Bank of San Francisco and of its the shareholders relating in any way to of Bancorp, establishing the Holding Company Mergerrequisite approvals under applicable Corporate Law of this Agreement, this Agreement or the Merger and the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholders of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger and other transactions contemplated thereby, together with a certificate of the tellers or other official tabulating agent responsible for tabulating the votes cast for, against or abstain on each matter presented for action at each meeting of the holders of shares of ACBP Common (including each adjournment thereof) that certifies the numbers of shares cast for, against, or abstained with respect to each matter upon which a vote (other than a vote by voice vote) was taken and recorded; (iv) a certified copy of all resolutions tax clearance certificates issued by the Franchise Tax Board of the Board State of Directors of Bank of Evansville California with respect to Bancorp and each of its shareholder, relating in any way to the Bank Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholder of this Agreement and the Bank Plan of Merger and authorizing the consummation of the Bank Merger and other transactions contemplated thereby; (v) a certificate of the Indiana Secretary of Statesubsidiaries, dated a recent date, stating that ACBP is duly organized and exists all taxes imposed under the IBCLBank and Corporation Tax Law on such corporations have been paid or adequately secured; (v) a legal opinion from counsel for Bancorp and Bank of San Francisco (which counsel shall be reasonably acceptable to FBA) with respect to the matters listed in Exhibit 1.06(a) hereto, in form reasonably satisfactory to FBA and its counsel; and (vi) a certificate evidence of the Indiana Secretary receipt of Stateall required consents and approvals from federal and state regulatory agencies and other governmental bodies, dated a recent dateif any, stating that Bank of Evansville is duly organized and exists under with respect to the IFIA; (vii) a certified list consummation of the holders of ACBP Common of record (as Merger, the Bank Merger and each of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) showing, by holder and in the aggregate, the number of shares of ACBP of record as of such time; (viii) a certified list of those holders of ACBP Common of record (as of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) who are Dissenting Shareholders and the number of shares of ACBP Common as to which each of them are Dissenting Shareholders; and (ix) a certificate of the Secretary of ACBP that ACBP (A) has not issued any shares of capital stock of ACBP since the time of certification of the certified list of holders described in (vii) above (and is not subject to any pending unresolved requests or demands to issue any such capital stock) and (B) has not received any communications, in writing or otherwise, from any holders of any ACBP Common of record (other than those listed on the certified list described in (viii) above) concerning claims or entitlements or possible claims or entitlements, or desires to become entitled, to exercise their statutory dissenters rights in respect of the Holding Company Merger as holders of ACBP Commontransactions contemplated herein. (b) At the Closing, GABC FBA shall deliver to ACBPBancorp: (i) a certificate certificates signed by the Chief Executive Officer Presidents of GABC First Banks, FBA and Redwood on behalf of GABC stating, to the best of his knowledge and belief, after due inquiry, such entities stating that (A) subject to the standard set forth in Section 1.10(d), each of the representations and warranties contained in Article III are is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing (except that representations and warranties that by their terms speak only to the extent any representation or warranty expressly speaks as of the date of this Agreement or some other date shall be true and correct in all material respects as of such an earlier date), and (B) GABC has performed and complied in all material respects, unless waived by ACBP, with all of its obligations and agreements required to be performed hereunder prior to the Closing Dateconditions set forth in Section 6.02 have been satisfied or waived as provided therein; (ii) a certified copy copies of resolutions of the resolutions of GABC’s Board Boards of Directors authorizing of First Banks, FBA and Redwood, establishing the execution requisite approvals under applicable Corporate Law of this Agreement and Agreement, the Plan of Merger and the consummation of the Holding Company Mergerother transactions contemplated hereby; (iii) A certified copy of a legal opinion from Xxxx X. Xxxxxxx, counsel for FBA and Redwood, with respect to the resolutions of German American’s Board of Directors and shareholdermatters listed in Exhibit 1.06(b) hereto, as required for valid approval of the execution of this Agreement in form reasonably satisfactory to Bancorp and the consummation of the Bank MergerTrustee and their respective counsel; and (iv) certificates evidence of the Indiana Secretary receipt of Stateall required consents and approvals from federal and state regulatory agencies and other governmental bodies, dated a recent dateif any, stating that GABC and German American each exist under the IBCL and IFIA, respectively. (c) At the Closing, GABC and ACBP shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) respect to the Indiana Secretary consummation of State for filing under the IBCL Merger, the Bank Merger and each of the IFIA, accompanied by the appropriate feestransactions contemplated herein.

Actions at Closing. (a) At the Closing, ACBP Blue River shall deliver to GABCFirst Community or BR Acquisition: (i) a certified copy copies of the articles Charter and Bylaws of incorporation and bylaws of ACBP, as amended, and a certified copy of the articles of incorporation and bylaws of Bank of EvansvilleBlue River, as amended; (ii) a certificate or certificates signed by the Chief Executive Officer chief executive officer of ACBP on behalf Blue River, to the best of ACBP his knowledge and belief, after due inquiry, that (A) each of the representations and warranties contained in Article Two hereof is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing, and (B) Blue River has performed and complied in all material respects, unless waived by First Community or BR Acquisition, with all of its obligations and agreements required to be performed hereunder prior to the Closing Date; (iii) certified copies of the resolutions of Blue River's Board of Directors and shareholders, approving and authorizing the execution of this Agreement and the Plan of Merger and authorizing the consummation of the Merger; (iv) a certificate of the OTS, dated a recent date, stating that Blue River is duly organized and validly existing under the laws of the United States of America; and (v) evidence of all required regulatory approvals obtained by Blue River; (vi) executed Articles of Merger and other documents necessary to consummate the Merger. (b) At the Closing, First Community shall deliver to Blue River: (i) a certificate signed by the chief executive officer of First Community stating, to the best of his knowledge and belief, after due inquiry, that (A) subject to the standard set forth in Section 1.10(c), each of the representations and warranties contained in Article II are Three is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date), and (B) ACBP First Community and Bank of Evansville BR Acquisition have each performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (iii) certified copies of all resolutions of ACBP’s Board of Directors and of its shareholders relating in any way to the Holding Company Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholders of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger and other transactions contemplated thereby, together with a certificate of the tellers or other official tabulating agent responsible for tabulating the votes cast for, against or abstain on each matter presented for action at each meeting of the holders of shares of ACBP Common (including each adjournment thereof) that certifies the numbers of shares cast for, against, or abstained with respect to each matter upon which a vote (other than a vote by voice vote) was taken and recorded; (iv) a certified copy of all resolutions of the Board of Directors of Bank of Evansville and of its shareholder, relating in any way to the Bank Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholder of this Agreement and the Bank Plan of Merger and authorizing the consummation of the Bank Merger and other transactions contemplated thereby; (v) a certificate of the Indiana Secretary of State, dated a recent date, stating that ACBP is duly organized and exists under the IBCL; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that Bank of Evansville is duly organized and exists under the IFIA; (vii) a certified list of the holders of ACBP Common of record (as of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) showing, by holder and in the aggregate, the number of shares of ACBP of record as of such time; (viii) a certified list of those holders of ACBP Common of record (as of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) who are Dissenting Shareholders and the number of shares of ACBP Common as to which each of them are Dissenting Shareholders; and (ix) a certificate of the Secretary of ACBP that ACBP (A) has not issued any shares of capital stock of ACBP since the time of certification of the certified list of holders described in (vii) above (and is not subject to any pending unresolved requests or demands to issue any such capital stock) and (B) has not received any communications, in writing or otherwise, from any holders of any ACBP Common of record (other than those listed on the certified list described in (viii) above) concerning claims or entitlements or possible claims or entitlements, or desires to become entitled, to exercise their statutory dissenters rights in respect of the Holding Company Merger as holders of ACBP Common. (b) At the Closing, GABC shall deliver to ACBP: (i) a certificate signed by the Chief Executive Officer of GABC on behalf of GABC stating, to the best of his knowledge and belief, after due inquiry, that (A) subject to the standard set forth in Section 1.10(d), the representations and warranties contained in Article III are true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date), and (B) GABC has performed and complied in all material respects, unless waived by ACBP, Blue River with all of its obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy copies of the resolutions of GABC’s the Board of Directors of First Community and BR Acquisition authorizing the execution of this Agreement and the Plan of Merger and the consummation of the Holding Company Merger; (iii) A certified copy of the resolutions of German American’s Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates a certificate of the Indiana Secretary of State, dated a recent date, stating that GABC First Community is duly organized and German American each exist validly existing under the IBCL laws of the State of Indiana; (iv) a certificate of the Indiana Department of Financial Institutions, dated a recent date, stating that BR Acquisition is duly organized and IFIA, respectivelyis validly existing under the Indiana Financial Institutions Act. (v) evidence of all required regulatory approvals obtained by BR Acquisition and First Community; and (vi) executed Articles of Merger and other documents necessary to consummate the Merger. (c) At the Closing, GABC and ACBP the parties shall execute and/or deliver to one another the Plan of Merger and such other documents and instruments, instruments and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, accompanied by the appropriate feesMerger.

Actions at Closing. (a) At the Closing, ACBP Bancorp shall deliver to GABCFBA: (i) a certified copy copies of the articles Articles of incorporation Incorporation and bylaws Bylaws of ACBP, as amended, Bancorp and a certified copy the Articles of the articles Incorporation and Bylaws of incorporation and bylaws each of Bank of Evansville, as amendedits subsidiaries; (ii) a certificate or certificates signed by the Chief Executive Officer Presidents of ACBP on behalf of ACBP stating, to the best of his knowledge Bancorp and belief, after due inquiry, Bank stating that (A) subject to the standard set forth in Section 1.10(c), each of the representations and warranties contained in Article ARTICLE II are is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date)Closing, and (B) ACBP and Bank of Evansville have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Dateconditions set forth in Section 6.01 have been satisfied or waived as provided therein; (iii) certified copies of all resolutions of ACBP’s Board the Boards of Directors of Bancorp and Bank and of its the shareholders relating in any way to of Bancorp, establishing the Holding Company Mergerrequisite approvals under applicable Corporate Law of this Agreement, this Agreement or the Merger and the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholders of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger and other transactions contemplated thereby, together with a certificate of the tellers or other official tabulating agent responsible for tabulating the votes cast for, against or abstain on each matter presented for action at each meeting of the holders of shares of ACBP Common (including each adjournment thereof) that certifies the numbers of shares cast for, against, or abstained with respect to each matter upon which a vote (other than a vote by voice vote) was taken and recorded; (iv) a certified copy of all resolutions tax clearance certificates issued by the Franchise Tax Board of the Board State of Directors of Bank of Evansville California with respect to Bancorp and each of its shareholder, relating in any way to the Bank Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholder of this Agreement and the Bank Plan of Merger and authorizing the consummation of the Bank Merger and other transactions contemplated thereby; (v) a certificate of the Indiana Secretary of Statesubsidiaries, dated a recent date, stating that ACBP is duly organized and exists all taxes imposed under the IBCL; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that Bank of Evansville is duly organized and exists under the IFIA; (vii) a certified list of the holders of ACBP Common of record (as of the close of business Corporation Law on the second trading day prior to the trading date on which the Closing Date occurs) showing, by holder and in the aggregate, the number of shares of ACBP of record as of such time; (viii) a certified list of those holders of ACBP Common of record (as of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) who are Dissenting Shareholders and the number of shares of ACBP Common as to which each of them are Dissenting Shareholderscorporations have been paid or adequately secured; and (ixv) a certificate of legal opinion from counsel for Bancorp and Bank with respect to the Secretary of ACBP that ACBP (A) has not issued any shares of capital stock of ACBP since the time of certification of the certified list of holders described matters listed in (vii) above (and is not subject to any pending unresolved requests or demands to issue any such capital stock) and (B) has not received any communicationsExhibit C hereto, in writing or otherwise, from any holders of any ACBP Common of record (other than those listed on the certified list described in (viii) above) concerning claims or entitlements or possible claims or entitlements, or desires form reasonably satisfactory to become entitled, to exercise their statutory dissenters rights in respect of the Holding Company Merger as holders of ACBP CommonFBA and its counsel. (b) At the Closing, GABC FBA shall deliver to ACBPBancorp: (i) a certificate certificates signed by the Chief Executive Officer Presidents of GABC on behalf of GABC stating, to the best of his knowledge FBA and belief, after due inquiry, FB&T stating that (A) subject to the standard set forth in Section 1.10(d), each of the representations and warranties contained in Article ARTICLE III are is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date)Closing, and (B) GABC has performed and complied in all material respects, unless waived by ACBP, with all of its obligations and agreements required to be performed hereunder prior to the Closing Dateconditions set forth in Section 6.02 have been satisfied or waived as provided therein; (ii) a certified copy copies of resolutions of the resolutions of GABC’s Board Boards of Directors authorizing of FBA and FB&T, establishing the execution requisite approvals under applicable Corporate Law of this Agreement and Agreement, the Plan of Merger and the consummation of the Holding Company Merger;other transactions contemplated hereby; and (iii) A certified copy of the resolutions of German American’s Board of Directors a legal opinion from counsel for FBA and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each exist under the IBCL and IFIA, respectively. (c) At the Closing, GABC and ACBP shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Plan of Merger and/or Bank Plan of Merger FB&T with the blank provisions completed in accordance with the provisions of Article I of this Agreement) respect to the Indiana Secretary of State for filing under the IBCL matters listed in Exhibit D hereto, in form reasonably satisfactory to Bancorp and the IFIA, accompanied by the appropriate feesits counsel.

Actions at Closing. (a) At the Closing, ACBP the parties shall take such actions and execute and deliver to GABC: (i) a certified copy such agreements, bills of the articles of incorporation and bylaws of ACBP, as amendedsale, and a certified copy of other instruments and documents necessary to effect the articles of incorporation and bylaws of Bank of Evansville, as amended; (ii) a certificate or certificates signed by the Chief Executive Officer of ACBP on behalf of ACBP stating, to the best of his knowledge and belief, after due inquiry, that (A) Transactions subject to the standard set forth in Section 1.10(c), the representations and warranties contained in Article II are true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date), and (B) ACBP and Bank of Evansville have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (iii) certified copies of all resolutions of ACBP’s Board of Directors and of its shareholders relating in any way to the Holding Company Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholders of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger and other transactions contemplated thereby, together with a certificate of the tellers or other official tabulating agent responsible for tabulating the votes cast for, against or abstain on each matter presented for action at each meeting of the holders of shares of ACBP Common (including each adjournment thereof) that certifies the numbers of shares cast for, against, or abstained with respect to each matter upon which a vote (other than a vote by voice vote) was taken and recorded; (iv) a certified copy of all resolutions of the Board of Directors of Bank of Evansville and of its shareholder, relating in any way to the Bank Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholder of this Agreement and the Bank Plan of Merger and authorizing the consummation of the Bank Merger and other transactions contemplated thereby; (v) a certificate of the Indiana Secretary of State, dated a recent date, stating that ACBP is duly organized and exists under the IBCL; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that Bank of Evansville is duly organized and exists under the IFIA; (vii) a certified list of the holders of ACBP Common of record (as of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) showing, by holder and in the aggregate, the number of shares of ACBP of record as of such time; (viii) a certified list of those holders of ACBP Common of record (as of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) who are Dissenting Shareholders and the number of shares of ACBP Common as to which each of them are Dissenting Shareholders; and (ix) a certificate of the Secretary of ACBP that ACBP (A) has not issued any shares of capital stock of ACBP since the time of certification of the certified list of holders described in (vii) above (and is not subject to any pending unresolved requests or demands to issue any such capital stock) and (B) has not received any communications, in writing or otherwise, from any holders of any ACBP Common of record (other than those listed on the certified list described in (viii) above) concerning claims or entitlements or possible claims or entitlements, or desires to become entitled, to exercise their statutory dissenters rights in respect of the Holding Company Merger as holders of ACBP CommonAgreement. (b) At the Closing, GABC shall deliver to ACBPthe Sellers will: (i) a certificate signed by the Chief Executive Officer of GABC on behalf of GABC statingdeliver, or cause to be delivered, to Sub, a receipt for the best Purchase Price and duly executed Bill of his knowledge Sale, Assignment and belief, after due inquiry, that Assumption Agreement (A) subject to the standard set forth in Section 1.10(d), the representations and warranties contained in Article III are true and correct in all material respects at the time "Bill of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such dateXxxe"), and an intellectual property assignment agreemexx (Bthe "Intellectual Property Assignment") GABC has performed (together with any trademark assignments as Sub may reasonably request) substantially in the forms of Exhibit A and complied in all material respectsExhibit B hereto, unless waived by ACBP, with all of its obligations and agreements required to be performed hereunder prior to the Closing Daterespectively; (ii) deliver, or cause to be delivered, to Parent and Sub all consents, orders and approvals of the Bankruptcy Court (including a certified conformed copy of the resolutions of GABC’s Board of Directors authorizing the execution of this Agreement and the Plan of Merger and the consummation of the Holding Company MergerFinal Approval Order); (iii) A deliver, or cause to be delivered, to Parent and Sub the Seller Certificates; (iv) deliver, or cause to be delivered, to Parent and Sub certified copy copies of the resolutions of German American’s Board the Boards of Directors and shareholder, as required for valid approval of each Seller authorizing the sale of the Acquired Assets, the execution and delivery of this Agreement and the all other documents and agreements delivered in connection herewith by officers of each Seller and consummation of the Bank MergerTransactions; (v) deliver, or cause to be delivered, to Parent and Sub such good standing certificates and other similar documents as Parent or Sub may reasonably request to ensure that the actions required to be taken by the Sellers at the Closing have been properly authorized; and (ivvi) deliver, or cause to be delivered, to Sub, certificates of representing the Indiana Secretary of StateAcquired Stock, dated a recent dateduly endorsed in blank, stating that GABC and German American each exist under the IBCL and IFIA, respectivelytogether with such stock-powers or other transfer documents as Parent or Sub may reasonably request. (c) At the Closing, GABC Sub and ACBP shall execute and/or deliver Parent will cause Sub to: (i) deliver, or cause to one another such other documents and instrumentsbe delivered, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including Sellers the execution Bill of Sale and the presentation of executed Articles of Merger Intellectual Property Assignment duly execxxxx by Sub; (including ii) pay to the Plan of Merger and/or Bank Plan of Merger with Sellers the blank provisions completed Purchase Price in accordance with the provisions of Article I of this AgreementSection 2.04; (iii) deliver, or cause to be delivered, to the Indiana Secretary of State for filing under Sellers such good standing certificates and other similar documents as Sellers may reasonably request to ensure that the IBCL and actions required to be taken by Parent or Sub at the IFIA, accompanied by the appropriate feesClosing have been properly authorized.

Actions at Closing. (a) At the Closing, ACBP 1ST BANCORP shall deliver to GABCGerman American: (i) a certified copy copies of (A) the articles Articles of incorporation Incorporation and bylaws Bylaws of ACBP1ST BANCORP, as amended, ; (B) the Charter and a certified copy Bylaws of the articles of incorporation and bylaws of Bank of EvansvilleBank, as amended; and (C) the Articles of Incorporation and Bylaws of each of the Subsidiaries; (iii) a certificate or certificates signed by the Chief Executive Officer chief executive officer of ACBP on behalf of ACBP stating1ST BANCORP, to the best of his knowledge and belief, after due inquiry, that (A) subject to the standard set forth in Section 1.10(c), each of the representations and warranties contained in Article II are Two hereof is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date)Closing, and (B) ACBP 1ST BANCORP, the Bank, and Bank of Evansville the Subsidiaries have performed and complied in all material respects, unless waived by GABCGerman American, with all of their its respective obligations and agreements required to be performed hereunder prior to the Closing Date; (iiii) certified copies of all the resolutions of ACBP’s 1ST BANCORP's Board of Directors and of its shareholders relating in any way to shareholders, approving and authorizing the Holding Company Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholders execution of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger and other transactions contemplated thereby, together with a certificate of the tellers or other official tabulating agent responsible for tabulating the votes cast for, against or abstain on each matter presented for action at each meeting of the holders of shares of ACBP Common (including each adjournment thereof) that certifies the numbers of shares cast for, against, or abstained with respect to each matter upon which a vote (other than a vote by voice vote) was taken and recordedMerger; (iv) a certified copy of all resolutions of the Board of Directors of Bank of Evansville and of its shareholder, relating in any way to the Bank Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholder of this Agreement and the Bank Plan of Merger and authorizing the consummation of the Bank Merger and other transactions contemplated thereby; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that ACBP 1ST BANCORP is duly organized and exists validly existing under the IBCL; (vii) a certificate of the Indiana Secretary of StateOTS, dated a recent date, stating that the Bank of Evansville is duly organized and exists validly existing under the IFIA; (vii) a certified list laws of the holders United States of ACBP Common of record (as of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) showing, by holder and in the aggregate, the number of shares of ACBP of record as of such timeAmerica; (viii) a certified list of those holders of ACBP Common of record (as of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) who are Dissenting Shareholders and the number of shares of ACBP Common as to which each of them are Dissenting Shareholders; and (ix) a certificate of the Secretary of ACBP that ACBP (A) has not issued any shares of capital stock of ACBP since the time of certification of the certified list of holders described in (vii) above (and is not subject to any pending unresolved requests or demands to issue any such capital stock) and (B) has not received any communications, in writing or otherwise, from any holders of any ACBP Common of record (other than those listed on the certified list described in (viii) above) concerning claims or entitlements or possible claims or entitlements, or desires to become entitled, to exercise their statutory dissenters rights in respect of the Holding Company Merger as holders of ACBP Common. (b) At the Closing, GABC shall deliver to ACBP: (i) a certificate signed by the Chief Executive Officer of GABC on behalf of GABC stating, to the best of his knowledge and belief, after due inquiry, that (A) subject to the standard set forth in Section 1.10(d), the representations and warranties contained in Article III are true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date), and (B) GABC has performed and complied in all material respects, unless waived by ACBP, with all of its obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC’s Board of Directors authorizing the execution of this Agreement and the Plan of Merger and the consummation of the Holding Company Merger; (iii) A certified copy of the resolutions of German American’s Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each exist under the IBCL and IFIA, respectively. (c) At the Closing, GABC and ACBP shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, accompanied by the appropriate fees.

Actions at Closing. (a) At the Closing, ACBP L & B shall deliver or cause to GABCbe delivered to Jefferson and AcquisitionCo: (i) a certified copy of the articles of incorporation and bylaws of ACBP, as amended, L & B and a certified copy of the articles of incorporation incorporation, charter or articles of association of each direct and bylaws indirect subsidiary of L & B, including Loan & Building State Savings Bank (formerly Sulphur Springs Loan and Building Association), a Texas savings bank and wholly owned subsidiary of Evansville, as amendedL & B (the "Savings Bank"); (ii) a certificate Certificate or certificates Certificates signed by the Chief Executive Officer an appropriate officer of ACBP on behalf of ACBP stating, to the best of his knowledge and belief, after due inquiry, L & B stating that (A) subject to the standard set forth in Section 1.10(c), each of the representations and warranties contained in Article II are Two hereof is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement may otherwise be specifically identified in such Certificate or some other date shall be true and correct in all material respects as of such dateCertificates), and (B) ACBP all of the conditions set forth in Sections 6.01(b) and Bank of Evansville have performed and complied in all material respects, unless waived by GABC6.01(d) (but, with all of their obligations and agreements required to be performed hereunder prior respect to the Closing Datelatter section, only to approvals which L & B and/or its subsidiaries are required by law to obtain) have been satisfied or waived as provided therein and (C) this Agreement has been approved by the requisite vote of L & B shareholders in accordance with the Texas Corporate Law and L & B's articles of incorporation and bylaws; (iii) a certified copies copy of all the resolutions of ACBP’s L & B's Board of Directors and shareholders, as required for valid approval of its shareholders relating in any way to the Holding Company Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholders execution of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger and any other transactions contemplated thereby, together with a certificate of the tellers or other official tabulating agent responsible for tabulating the votes cast for, against or abstain on each matter presented for action at each meeting of the holders of shares of ACBP Common (including each adjournment thereof) that certifies the numbers of shares cast for, against, or abstained with respect to each matter upon which a vote (other than a vote by voice vote) was taken and recordedhereby; (iv) a certified copy of all resolutions list of the Board shareholders of Directors of Bank of Evansville and of its shareholder, relating in any way to the Bank Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholder of this Agreement and the Bank Plan of Merger and authorizing the consummation L & B dated as of the Bank Merger and other transactions contemplated therebyClosing Date; (v) a certificate certified list of the Indiana persons participating or entitled to participate in the L & B Retention Plan, the Option Plan and the Sulphur Springs Loan and Building Association Employee Stock Ownership Plan (the "ESOP"), dated as of the Closing Date, setting forth the respective allocations, grants and/or awards thereunder, as the case may be, of each such person; (vi) a certified list of dissenting holders of L & B Common, if any, dated as of the Closing Date; (vii) a Certificate of the Texas Secretary of State, dated a recent date, stating that ACBP L & B is duly organized and exists under the IBCLin existence; (viviii) a certificate Certificate of the Indiana Secretary Texas Comptroller of StatePublic Accounts, dated a recent date, stating that Bank of Evansville L & B is duly organized and exists under the IFIAin good standing; (viiix) Certificates issued by the T.S.L.D., dated a certified list recent date, as to the good standing and/or existence of the holders of ACBP Common of record (Savings Bank, and issued by the F.D.I.C., dated a recent date, as to the insured status of the close deposits of business on the second trading day prior to the trading date on which the Closing Date occurs) showing, by holder and in the aggregate, the number of shares of ACBP of record as of such timeSavings Bank; (viiix) a certified list legal opinion of those holders of ACBP Common of record counsel for L & B, in form reasonably acceptable to Jefferson's counsel, opining with respect to the matters listed on Exhibit 1.09(a)(x) attached hereto; (as xi) an original copy of the close employment agreement between Jefferson and C. Xxxxx Xxxx, substantially in the form of business on the second trading day prior to the trading date on which the Closing Date occurs) who are Dissenting Shareholders and the number of shares of ACBP Common as to which each of them are Dissenting ShareholdersExhibit 8.15 attached hereto, duly executed by C. Xxxxx Xxxx; and (ixxii) a certificate resignations of present trustees or other fiduciaries under the Employee Plans identified in Section 2.13(c) of the Secretary of ACBP that ACBP (A) has not issued any shares of capital stock of ACBP since the time of certification of the certified list of holders described in (vii) above (and is not subject to any pending unresolved requests or demands to issue any such capital stock) and (B) has not received any communications, in writing or otherwise, from any holders of any ACBP Common of record (other than those listed on the certified list described in (viii) above) concerning claims or entitlements or possible claims or entitlements, or desires to become entitled, to exercise their statutory dissenters rights in respect of the Holding Company Merger as holders of ACBP CommonDisclosure Schedule. (b) At the Closing, GABC Jefferson and/or AcquisitionCo, as the case may be, shall deliver or cause to ACBPbe delivered to L & B: (i) a certificate Certificate or Certificates signed by an appropriate officer of Jefferson and AcquisitionCo, as the Chief Executive Officer of GABC on behalf of GABC statingcase may be, to the best of his knowledge and belief, after due inquiry, stating that (A) subject to the standard set forth in Section 1.10(d), each of the representations and warranties contained in Article III are Three hereof made by Jefferson and/or AcquisitionCo, as the case may be, is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made by the respective party at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date)Closing, and (B) GABC has performed and complied in all material respects, unless waived by ACBP, with all of its obligations the conditions set forth in Sections 6.02(b) and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC’s Board of Directors authorizing the execution of this Agreement and the Plan of Merger and the consummation of the Holding Company Merger; (iii) A certified copy of the resolutions of German American’s Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each exist under the IBCL and IFIA, respectively. (c) At the Closing, GABC and ACBP shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, accompanied by the appropriate fees.6.02

Actions at Closing. (a) At the Closing, ACBP Alliance shall deliver to GABCHorizon: (i) a certified copy copies of the articles Articles of incorporation Incorporation and bylaws Bylaws of ACBPAlliance and the Articles of Incorporation and the Bylaws of Alliance Bank, as amended, and a certified copy of the articles of incorporation and bylaws of Bank of Evansville, as amended;; and (ii) a certificate or certificates signed by the Chief Executive Officer of ACBP on behalf of ACBP Alliance stating, to the best of his knowledge and belief, after due inquiry, that (A) subject to the standard set forth in Section 1.10(c), each of the representations and warranties contained in Article II are 2 hereof is true and correct in all material respects at the time of the Closing Effective Time with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date)Effective Time, and (B) ACBP and Bank of Evansville have Alliance has performed and complied in all material respects, unless waived by GABCHorizon, with all of their its obligations and agreements required to be performed hereunder prior to the Closing DateEffective Time; (iii) certified copies of all the resolutions of ACBP’s Alliance's Board of Directors and of its shareholders relating in any way to shareholders, approving and authorizing the Holding Company Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholders execution of this Agreement and Agreement, the Holding Company Plan of Merger Agreement, and authorizing the consummation of the Holding Company Merger and other transactions contemplated thereby, together with a certificate of the tellers or other official tabulating agent responsible for tabulating the votes cast for, against or abstain on each matter presented for action at each meeting of the holders of shares of ACBP Common (including each adjournment thereof) that certifies the numbers of shares cast for, against, or abstained with respect to each matter upon which a vote (other than a vote by voice vote) was taken and recorded;Mergers; AGREEMENT OF MERGER AND PLAN OF REORGANIZATION PAGE 36 (iv) a certified copy copies of all the resolutions of the Board of Directors of Bank of Evansville and of its shareholder, relating in any way to the Bank Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Alliance Bank's Board of Directors and by such shareholder shareholder, approving and authorizing the execution of this Agreement and the Bank Plan of Merger and authorizing the consummation of the Bank Merger and other transactions contemplated therebyMerger; (v) the legal opinion of Alliance's legal counsel in the form attached hereto as Exhibit 6.1(i); (vi) a certificate Certificate of the Indiana Secretary Michigan Department of StateCommerce, dated a recent date, stating that ACBP Alliance is duly organized validly existing and exists under the IBCL; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that Bank of Evansville is duly organized and exists under the IFIAin good standing; (vii) a certified list Certificates of the holders MOFIS, the Michigan Department of ACBP Common of record (as of Commerce and the close of business on the second trading day prior FDIC, dated recent dates, relating to the trading date on which valid existence and the Closing Date occurs) showing, by holder and in the aggregate, the number FDIC insurance of shares deposits of ACBP of record as of such time;Alliance Bank; and (viii) a certified list Articles of those holders Merger executed by the proper parties thereto reflecting the terms and provisions of ACBP Common this Agreement and including as an exhibit thereto the Agreement of record (Merger attached hereto as of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) who are Dissenting Shareholders and the number of shares of ACBP Common as to which each of them are Dissenting Shareholders; and (ix) a certificate of Appendix A in proper form for filing with the Secretary of ACBP that ACBP (A) has not issued any shares of capital stock of ACBP since the time of certification State of the certified list State of holders described Indiana and the Michigan Department of Commerce in (vii) above (and is not subject order to any pending unresolved requests or demands to issue any such capital stock) and (B) has not received any communications, in writing or otherwise, from any holders of any ACBP Common of record (other than those listed on the certified list described in (viii) above) concerning claims or entitlements or possible claims or entitlements, or desires to become entitled, to exercise their statutory dissenters rights in respect of cause the Holding Company Merger as holders of ACBP Commonto become effective pursuant to the IBCL and the MBCA. (b) At the Closing, GABC Horizon shall deliver to ACBPAlliance: (i) a certificate Certificate signed by the Chief Executive Officer of GABC on behalf of GABC Horizon stating, to the best of his knowledge and belief, after due inquiry, that (A) subject to the standard set forth in Section 1.10(d), each of the representations and warranties contained in Article III are 3 is true and correct in all material respects at the time of the Closing Effective Time with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date), Effective Time and (B) GABC Horizon has performed and complied in all material respects, unless waived by ACBPAlliance, with all of its obligations and agreements required to be performed hereunder prior to the Closing DateEffective Time; (ii) a certified copy copies of the resolutions of GABC’s Horizon's Board of Directors authorizing the execution of this Agreement and Agreement, the Plan of Merger Agreement, and the consummation of the Holding Company MergerMergers; (iii) A certified copy copies of the resolutions of German American’s Horizon Bank's Board of Directors and shareholder, as required for valid approval of authorizing the execution of this Agreement and the consummation of the Bank Merger; (iv) the legal opinion of Xxxxxx & Xxxxxxxxx LLP, counsel for Horizon, in the form attached hereto as Exhibit 6.2(g); and (ivv) certificates Articles of Merger executed by the proper parties thereto reflecting the terms and provisions of this Agreement and including as an exhibit thereto the Agreement of Merger attached hereto as Appendix A in proper form for filing with the Secretary of State of the State of Indiana Secretary and the Michigan Department of State, dated a recent date, stating that GABC and German American each exist under Commerce in order to cause the Holding Company Merger to become effective pursuant to the IBCL and IFIA, respectivelythe MBCA. (c) At and after the Closing, GABC the parties and ACBP their representatives shall execute and/or deliver to one another such other documents and instruments, instruments and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, accompanied by the appropriate fees.. AGREEMENT OF MERGER AND PLAN OF REORGANIZATION PAGE 37

Actions at Closing. (a) At the Closing, ACBP Coast and the Bank shall deliver to GABCFirst Banks: (i) a certified copy copies of the articles Articles of incorporation Incorporation and bylaws Bylaws of ACBP, as amended, Coast and a certified copy the Bank and each subsidiary of Coast or the articles of incorporation and bylaws of Bank of Evansville, as amendedBank; (ii) a certificate or certificates certificates, dated as of the Closing, signed on their behalf by the Chief Executive Officer chief executive officer of ACBP on behalf of ACBP stating, Coast and the Bank to the best of his knowledge and belief, after due inquiry, effect that (A) subject the representations and warranties contained in ARTICLE II, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect shall be true and accurate in all respects, on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on or as of the Closing Date, except to the standard set forth extent expressly made as of an earlier date and except wherein the failure of such representations or warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on Coast, and (B) Coast and the Bank shall have performed and complied in all material respects with all of its obligations and agreements required to be performed and complied with prior to the Closing. (iii) copies of resolutions of the Boards of Directors of Coast and the Bank and of the shareholders of Coast certified by their respective corporate secretaries, establishing the requisite approvals under applicable corporate laws of this Agreement, the Merger and the other transactions contemplated hereby; (iv) documentation reasonably satisfactory to First Banks, issued by the Secretary of State of the State of Florida with respect to Coast and each of its subsidiaries, dated a recent date, stating that all fees due to the Office of the Secretary of the State of Florida have been paid and establishing that such corporations are in active status; and (v) a copy of the Fairness Opinion from The Xxxxxxxx Group, Inc., as described in Section 1.10(c)4.14, along with a certificate from the chief executive officer of Coast indicating that the opinion has not been withdrawn or materially modified since the date it was issued; and (b) At the Closing, First Banks shall deliver to Coast: (i) certificates signed by an authorized officer of First Banks stating that (A) each of the representations and warranties contained in Article II are III is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date)Closing, and (B) ACBP and Bank of Evansville have performed and complied in all material respects, unless waived by GABC, with all of the conditions set forth in Section 6.02 have been satisfied or waived as provided therein; (ii) copies of resolutions of the Boards of Directors of First Banks and Newco and of the shareholder of Newco certified by their obligations respective corporate secretaries, establishing the requisite approvals under applicable corporate laws of this Agreement, the Merger and agreements required to be performed hereunder prior to the Closing Dateother transactions contemplated hereby; (iii) certified copies documentation reasonably satisfactory to Coast, issued by the Secretary of all resolutions State of ACBP’s Board their jurisdiction of Directors and of its shareholders relating in any way to the Holding Company Mergerincorporation or organization, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholders of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger and other transactions contemplated thereby, together with a certificate of the tellers or other official tabulating agent responsible for tabulating the votes cast for, against or abstain on each matter presented for action at each meeting of the holders of shares of ACBP Common (including each adjournment thereof) that certifies the numbers of shares cast for, against, or abstained with respect to each matter upon which First Banks and Newco, dated as of a vote (other than a vote by voice vote) was taken and recordedrecent date, establishing that such corporations are in good standing or active status, as the case may be; (iv) a certified copy of all resolutions of evidence that the Board of Directors of Bank of Evansville and of its shareholder, relating Aggregate Merger Consideration (defined in any way to Section 1.07) has been deposited with the Bank Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence Paying Agent (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholder of this Agreement and the Bank Plan of Merger and authorizing the consummation of the Bank Merger and other transactions contemplated thereby; (v) a certificate of the Indiana Secretary of State, dated a recent date, stating that ACBP is duly organized and exists under the IBCL; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that Bank of Evansville is duly organized and exists under the IFIA; (vii) a certified list of the holders of ACBP Common of record (as of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) showing, by holder and defined in the aggregate, the number of shares of ACBP of record as of such time; (viii) a certified list of those holders of ACBP Common of record (as of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) who are Dissenting Shareholders and the number of shares of ACBP Common as to which each of them are Dissenting ShareholdersSection 1.07); and (ix) a certificate of the Secretary of ACBP that ACBP (A) has not issued any shares of capital stock of ACBP since the time of certification of the certified list of holders described in (vii) above (and is not subject to any pending unresolved requests or demands to issue any such capital stock) and (B) has not received any communications, in writing or otherwise, from any holders of any ACBP Common of record (other than those listed on the certified list described in (viii) above) concerning claims or entitlements or possible claims or entitlements, or desires to become entitled, to exercise their statutory dissenters rights in respect of the Holding Company Merger as holders of ACBP Common. (b) At the Closing, GABC shall deliver to ACBP: (i) a certificate signed by the Chief Executive Officer of GABC on behalf of GABC stating, to the best of his knowledge and belief, after due inquiry, that (A) subject to the standard set forth in Section 1.10(d), the representations and warranties contained in Article III are true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date), and (B) GABC has performed and complied in all material respects, unless waived by ACBP, with all of its obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC’s Board of Directors authorizing the execution of this Agreement and the Plan of Merger and the consummation of the Holding Company Merger; (iii) A certified copy of the resolutions of German American’s Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each exist under the IBCL and IFIA, respectively. (c) At the Closing, GABC and ACBP shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, accompanied by the appropriate fees.