Common use of CERTAIN Clause in Contracts

CERTAIN. DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Interpretation; Drafting 1 ARTICLE 2 THE ACQUISITION 2 2.1 Acquisition of Interests 2 2.2 Purchase Price 2 2.3 Purchase Price Adjustment 3 ARTICLE 3 EFFECTIVE TIME; THE CLOSING 5 3.1 Effective Time 5 3.2 Time and Place of Closing 5 3.3 Closing Deliveries of the Company and the Seller 5 3.4 Closing Deliveries of Purchaser 6 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER 7 4.1 Authorization of Agreement 7 4.2 Conflicts; Consent of Third Parties 7 4.3 Ownership and Transfer of Interests 8 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER 8 5.1 Existence and Qualification; Capitalization 8 5.2 Subsidiaries 9 5.3 Authority 9 5.4 No Conflicts 9 5.5 Taxes 9 5.6 Brokers and Intermediaries 9 5.7 No Other Representations and Warranties 10 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER 11 6.1 Existence and Qualification 11 6.2 Authority 12 6.3 No Conflicts 12 6.4 Litigation 12 6.5 Knowledge of Breaches 12 6.6 Brokers and Intermediaries 12 6.7 Non-Reliance; No Additional Seller Representations 12 ARTICLE 7 ADDITIONAL COVENANTS AND AGREEMENTS OF PARTIES 13 7.1 Approvals; Further Assurances 13 7.2 Post-Closing Tax Matters 13 7.3 Release 17

CERTAIN. DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Interpretation; Drafting 1 Accounting Terms 13 ARTICLE 2 THE ACQUISITION 2 P&A TRANSACTION 13 2.1 Acquisition Purchase and Sale of Interests 2 Assets 13 2.2 Purchase Price 2 Assumption of Liabilities 14 2.3 Purchase Price Adjustment 3 15 2.4 Calculation of Loans to be Transferred 15 ARTICLE 3 EFFECTIVE TIMECLOSING PROCEDURES; THE CLOSING 5 ADJUSTMENTS 17 3.1 Effective Time 5 Closing 17 3.2 Time and Place Payment at Closing 17 3.3 Adjustment of Purchase Price 17 3.4 Proration; Other Closing 5 3.3 Closing Date Adjustments 18 3.5 Seller Deliveries 19 3.6 Purchaser Deliveries 20 3.7 Delivery of the Company and the Seller 5 3.4 Closing Deliveries Loan Documents 21 3.8 Owned Real Property Filings 21 3.9 Allocation of Purchaser 6 Purchase Price 21 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER 7 TRANSITIONAL MATTERS 22 4.1 Authorization Transitional Arrangements 22 4.2 Customers 23 4.3 ACH Debit or Credit Transactions 24 4.4 Wires 25 4.5 Access to Records 26 4.6 Interest Reporting and Withholding 26 4.7 Negotiable Instruments 27 4.8 ATM/Debit Cards; POS Cards 27 4.9 Data Processing Conversion for the Branches and Handling of Agreement 7 4.2 Conflicts; Consent of Third Parties 7 4.3 Ownership and Transfer of Interests 8 Certain Items 27 4.10 Infrastructure Installation 29 4.11 Employee Training 31 4.12 Expenses Relating to Transitional Matters 31 4.13 Access to the Branches on the Closing Date 31 4.14 Customer Claims 32 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER 8 33 5.1 Existence Corporate Organization and Qualification; Capitalization 8 Authority 33 5.2 Subsidiaries 9 5.3 Authority 9 5.4 No Conflicts 9 33 5.3 Approvals and Consents 34 5.4 Leases 34 5.5 Taxes 9 Litigation and Undisclosed Liabilities 34 5.6 Brokers and Intermediaries 9 Regulatory Matters 35 5.7 No Other Compliance with Laws 35 5.8 Loans 35 5.9 Records 37 5.10 Title to Assets 37 5.11 Deposits 37 5.12 Environmental Laws; Hazardous Material 37 5.13 Brokers’ Fees 38 5.14 Property 38 5.15 Absence of Certain Changes 39 5.16 Employee Benefit Plans; Labor Matters 40 5.17 Available Funds 41 5.18 Limitations on Representations and Warranties 10 41 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER 11 41 6.1 Existence Corporate Organization and Qualification 11 Authority 41 6.2 Authority 12 6.3 No Conflicts 12 41 6.3 Approvals and Consents 41 6.4 Regulatory Matters 42 6.5 Litigation 12 6.5 Knowledge and Undisclosed Liabilities 43 6.6 Operation of Breaches 12 6.6 Brokers the Branches 43 6.7 Brokers’ Fees 43 6.8 Financing to be Available 43 6.9 Limitations on Representations and Intermediaries 12 6.7 Non-Reliance; No Additional Seller Representations 12 ARTICLE 7 ADDITIONAL COVENANTS AND AGREEMENTS OF PARTIES 13 7.1 Approvals; Further Assurances 13 7.2 Post-Closing Tax Matters 13 7.3 Release 17Warranties 43

CERTAIN. DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Interpretation; Drafting 1 Accounting Terms 13 ARTICLE 2 THE ACQUISITION 2 P&A TRANSACTION 13 2.1 Acquisition Purchase and Sale of Interests 2 Assets 13 2.2 Purchase Price 2 Assumption of Liabilities 14 2.3 Purchase Price Adjustment 3 15 2.4 Calculation of Loans to be Transferred 15 ARTICLE 3 EFFECTIVE TIMECLOSING PROCEDURES; THE CLOSING 5 ADJUSTMENTS 17 3.1 Effective Time 5 Closing 17 3.2 Time and Place Payment at Closing 17 3.3 Adjustment of Purchase Price 17 3.4 Proration; Other Closing 5 3.3 Closing Date Adjustments 18 3.5 Seller Deliveries 19 3.6 Purchaser Deliveries 20 3.7 Delivery of the Company and the Seller 5 3.4 Closing Deliveries Loan Documents 21 3.8 Owned Real Property Filings 21 3.9 Allocation of Purchaser 6 Purchase Price 21 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER 7 TRANSITIONAL MATTERS 22 4.1 Authorization Transitional Arrangements 22 4.2 Customers 23 4.3 ACH Debit or Credit Transactions 24 4.4 Wires 25 4.5 Access to Records 26 4.6 Interest Reporting and Withholding 26 4.7 Negotiable Instruments 27 4.8 ATM/Debit Cards; POS Cards 27 4.9 Data Processing Conversion for the Branches and Handling of Agreement 7 4.2 Conflicts; Consent of Third Parties 7 4.3 Ownership and Transfer of Interests 8 Certain Items 27 4.10 Infrastructure Installation 29 4.11 Employee Training 31 4.12 Expenses Relating to Transitional Matters 31 4.13 Access to the Branches on the Closing Date 31 4.14 Customer Claims 32 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER 8 33 5.1 Existence Corporate Organization and Qualification; Capitalization 8 Authority 33 5.2 Subsidiaries 9 5.3 Authority 9 5.4 No Conflicts 9 33 5.3 Approvals and Consents 34 5.4 Leases 34 5.5 Taxes 9 Litigation and Undisclosed Liabilities 34 5.6 Brokers and Intermediaries 9 Regulatory Matters 35 5.7 No Other Compliance with Laws 35 5.8 Loans 35 5.9 Records 37 5.10 Title to Assets 37 5.11 Deposits 37 5.12 Environmental Laws; Hazardous Material 37 5.13 Brokers’ Fees 38 5.14 Property 38 5.15 Absence of Certain Changes 39 5.16 Employee Benefit Plans; Labor Matters 40 5.17 Available Funds 41 5.18 Limitations on Representations and Warranties 10 41 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER 11 41 6.1 Existence Corporate Organization and Qualification 11 Authority 41 6.2 Authority 12 6.3 No Conflicts 12 41 6.3 Approvals and Consents 41 6.4 Regulatory Matters 42 6.5 Litigation 12 6.5 Knowledge and Undisclosed Liabilities 43 6.6 Operation of Breaches 12 6.6 Brokers the Branches 43 6.7 Brokers’ Fees 43 6.8 Financing to be Available 43 6.9 Limitations on Representations and Intermediaries 12 6.7 Non-Reliance; No Additional Seller Representations 12 ARTICLE 7 ADDITIONAL COVENANTS AND AGREEMENTS OF PARTIES 13 7.1 Approvals; Further Assurances 13 7.2 Post-Closing Tax Matters 13 7.3 Release 17Warranties 43

CERTAIN. DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Interpretation; Drafting 1 Accounting Terms 13 ARTICLE 2 THE ACQUISITION 2 P&A TRANSACTION 13 2.1 Acquisition Purchase and Sale of Interests 2 Assets 13 2.2 Purchase Price 2 Assumption of Liabilities 14 2.3 Purchase Price Adjustment 3 14 2.4 Calculation of Loans to be Transferred 15 ARTICLE 3 EFFECTIVE TIMECLOSING PROCEDURES; THE CLOSING 5 ADJUSTMENTS 16 3.1 Effective Time 5 Closing 16 3.2 Time and Place Payment at Closing 17 3.3 Adjustment of Purchase Price 17 3.4 Proration; Other Closing 5 3.3 Closing Date Adjustments 18 3.5 Seller Deliveries 18 3.6 Purchaser Deliveries 20 3.7 Delivery of the Company and the Seller 5 3.4 Closing Deliveries Loan Documents 21 3.8 Owned Real Property Filings 21 3.9 Allocation of Purchaser 6 Purchase Price 21 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER 7 TRANSITIONAL MATTERS 22 4.1 Authorization Transitional Arrangements 22 4.2 Customers 23 4.3 ACH Debit or Credit Transactions 24 4.4 Wires 25 4.5 Access to Records 26 4.6 Interest Reporting and Withholding 26 4.7 Negotiable Instruments 27 4.8 ATM/Debit Cards; POS Cards 27 4.9 Data Processing Conversion for the Branches and Handling of Agreement 7 4.2 Conflicts; Consent of Third Parties 7 4.3 Ownership and Transfer of Interests 8 Certain Items 27 4.10 Infrastructure Installation 28 4.11 Employee Training 30 4.12 Expenses Relating to Transitional Matters 31 4.13 Access to the Branches on the Closing Date 31 4.14 Customer Claims 31 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER 8 33 5.1 Existence Corporate Organization and Qualification; Capitalization 8 Authority 33 5.2 Subsidiaries 9 5.3 Authority 9 5.4 No Conflicts 9 33 5.3 Approvals and Consents 34 5.4 Leases 34 5.5 Taxes 9 Litigation and Undisclosed Liabilities 34 5.6 Brokers and Intermediaries 9 Regulatory Matters 34 5.7 No Other Compliance with Laws 35 5.8 Loans 35 5.9 Records 37 5.10 Title to Assets 37 5.11 Deposits 37 5.12 Environmental Laws; Hazardous Material 37 5.13 Brokers’ Fees 38 5.14 Property 38 5.15 Absence of Certain Changes 39 5.16 Employee Benefit Plans; Labor Matters 39 5.17 Available Funds 40 5.18 Limitations on Representations and Warranties 10 40 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER 11 40 6.1 Existence Corporate Organization and Qualification 11 Authority 40 6.2 Authority 12 6.3 No Conflicts 12 41 6.3 Approvals and Consents 41 6.4 Regulatory Matters 41 6.5 Litigation 12 6.5 Knowledge and Undisclosed Liabilities 42 6.6 Operation of Breaches 12 6.6 Brokers the Branches 42 6.7 Brokers’ Fees 42 6.8 Financing to be Available 42 6.9 Limitations on Representations and Intermediaries 12 6.7 Non-Reliance; No Additional Seller Representations 12 ARTICLE 7 ADDITIONAL COVENANTS AND AGREEMENTS OF PARTIES 13 7.1 Approvals; Further Assurances 13 7.2 Post-Closing Tax Matters 13 7.3 Release 17Warranties 43

CERTAIN. DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Interpretation; Drafting 1 Accounting Term 8 ARTICLE 2 2. THE ACQUISITION 2 P&A TRANSACTION 8 2.1 Acquisition Purchase and Sale of Interests 2 Assets 8 2.2 Purchase Price 2 Assumption of Liabilities 9 2.3 Purchase Price 10 2.4 Assumption of XXX Account Deposits 10 ARTICLE 3. CLOSING PROCEDURES; ADJUSTMENTS 10 3.1 Closing 10 3.2 Payment at Closing 11 3.3 Adjustment 3 of Purchase Price 11 3.4 Proration; Other Closing Date Adjustments 12 3.5 Seller Deliveries. At the Closing, Seller shall deliver to Purchaser: 12 3.6 Purchaser Deliveries. At the Closing, Purchaser shall deliver to Seller: 13 3.7 Real Property Filings 14 3.8 Allocation of Purchase Price 14 ARTICLE 3 EFFECTIVE TIME4. TRANSITIONAL MATTERS 15 4.1 Transitional Arrangements 15 4.2 Customers 16 4.3 Direct Deposits 17 4.4 Direct Debits 17 4.5 Access to Records 18 4.6 Interest Reporting and Withholding 18 4.7 Negotiable Instruments 19 4.8 ATM/Debit Cards; THE CLOSING 5 3.1 Effective Time 5 3.2 Time POS Cards 19 4.9 Data Processing Conversion for the Office and Place Handling of Closing 5 3.3 Closing Deliveries of the Company and the Seller 5 3.4 Closing Deliveries of Purchaser 6 Certain Items 19 4.10 Expenses Relating to Transitional Matters 21 ARTICLE 4 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER 7 4.1 Authorization of Agreement 7 4.2 Conflicts; Consent of Third Parties 7 4.3 Ownership AND HOLDCO 21 5.1 Corporate Organization and Transfer of Interests 8 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLER 8 5.1 Existence and Qualification; Capitalization 8 Authority 21 5.2 Subsidiaries 9 5.3 Authority 9 5.4 No Conflicts 9 21 5.3 Approvals and Consents 22 5.4 Litigation and Undisclosed Liabilities 22 5.5 Taxes 9 Regulatory Matters 22 5.6 Brokers and Intermediaries 9 Compliance with Laws 23 5.7 No Other Records 23 5.8 Title to Assets 23 5.9 Deposits 23 5.10 Environmental Laws; Hazardous Substances. The Real Property: 24 5.11 Brokers’ Fees 24 5.12 Property 24 5.13 Absence of Certain Changes or Events 25 5.14 Available Funds 25 5.15 Post-Closing Condition 25 5.16 Limitations on Representations and Warranties 10 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER 11 6.1 Existence and Qualification 11 6.2 Authority 12 6.3 No Conflicts 12 6.4 Litigation 12 6.5 Knowledge of Breaches 12 6.6 Brokers and Intermediaries 12 6.7 Non-Reliance; No Additional Seller Representations 12 ARTICLE 7 ADDITIONAL COVENANTS AND AGREEMENTS OF PARTIES 13 7.1 Approvals; Further Assurances 13 7.2 Post-Closing Tax Matters 13 7.3 Release 1725