Common use of Conditions Precedent - Buyer Clause in Contracts

Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Buyer pursuant to Section 7.4 hereof. (a) The representations and warranties of Seller set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, or on the date when made in the case of a representation and warranty which specifically relates to an earlier date. (b) Seller shall have performed in all material respects all obligations and covenants required to be performed by it pursuant to this Agreement on or prior to the Effective Time. (c) Seller shall have delivered to Buyer a certificate, dated the date of the Closing and signed by its President and Chief Executive Officer and by its Chief Financial Officer, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) No proceeding initiated by any Governmental Entity seeking an order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the other transactions contemplated hereby shall be pending. (e) Seller shall have furnished Buyer with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 as such conditions relate to Seller as Buyer may reasonably request. 39 (f) No more than 15% of the outstanding shares of Seller Common Stock shall be Dissenting Shares, provided, however, that for purposes of this condition, the Dissenting Shares of no more than one shareholder holding in excess of 7.5% of the outstanding shares of Seller Common Stock shall be counted in calculating such 15%. (g) The Federal Stock Charter of Seller Bank shall have been amended to delete Section 8A thereof.

Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby ----------------------------- Corporate Merger shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Buyer pursuant to Section 7.4 hereof. (a) The representations and warranties of Seller set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and such representations and warranties shall, subject to the MAE Qualification, be true and correct as of the Closing Date as though made anew on and as of the Closing Date, or on unless the date when made in the case of a representation and warranty which specifically relates to an earlier date. (b) Seller shall have performed in all material respects all obligations and complied with all covenants required to be performed and complied with by it pursuant to this Agreement on or prior to the Effective Time. (c) Seller shall have delivered to Buyer a certificate, dated the date of the Closing and signed by its President and Chief Executive Officer and by its Chief Financial Officer, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) No proceeding initiated by any Governmental Entity seeking an order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the other transactions contemplated hereby shall be pending. (e) Seller shall have furnished Buyer with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 as such conditions relate to Seller as Buyer may reasonably request. 39. (fe) No more than 1510% of the outstanding shares of Seller Common Stock shall be Dissenting Shares, provided, however, that for purposes of this condition, the Dissenting Shares of no more than one shareholder holding in excess of 7.5% of the outstanding shares of Seller Common Stock shall be counted in calculating such 15%. (g) The Federal Stock Charter of Seller Bank shall have been amended to delete Section 8A thereof.

Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby by this Agreement shall be subject to satisfaction of the following conditions at or prior to the Effective Time Closing Date, unless waived by Buyer pursuant to Section 7.4 hereofBuyer. (a) The representations and warranties of Seller and Balk set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, Date (or on the date when made in the case of a any representation and warranty which specifically relates to an earlier date). (b) Seller and Balk shall have performed in all material respects all obligations and covenants required to be performed by it them pursuant to this Agreement on or prior to the Effective TimeClosing Date. (c) Seller shall have delivered to Buyer a certificate, dated the date of the Closing Date and signed by its the President and Chief Executive Officer and by its Chief Financial Officerof Seller, to the effect that the conditions set forth in Sections 6.3(aSection 6.2(a) and 6.3(b(b) have been satisfied. (d) No proceeding initiated by any Governmental Entity seeking an orderSeller shall have delivered to Buyer, injunction or decree issued by any court or agency all in such forms as Buyer may reasonably specify: (i) bills of competent jurisdiction or sale, assignments of leases and contracts and such other legal restraint or prohibition preventing the consummation goods and sufficient instruments of the Merger or the other transactions contemplated hereby assignment, transfer and conveyance as shall be pendingnecessary or advisable to vest in Buyer all right, title and interest in and to the Acquired Assets and the Assumed Liabilities, and (ii) all other documents Buyer may reasonably request relating to the authority of Seller and Balk to execute and perform under the provisions of this Agreement. (e) The consent, approval or waiver of each person, firmer entity (other than the governmental entities referred to in Section 6.1(a) hereof) whose consent, approval or waiver shall be required in connection with the transactions contemplated hereby shall have been obtained. (f) No action, suit, investigation or other proceeding shall be pending or threatened against any party to this Agreement which, in the reasonable opinion of Buyer could result in the restraint or prohibition of any such party, or the obtaining of damages or other relief from any such party, in connection with this Agreement or the transactions contemplated hereby. (g) Seller and Balk shall have furnished Buyer with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 6.2, as such conditions relate to Seller Seller, as Buyer may reasonably request. 39 (f) No more than 15% of the outstanding shares of Seller Common Stock shall be Dissenting Shares, provided, however, that for purposes of this condition, the Dissenting Shares of no more than one shareholder holding in excess of 7.5% of the outstanding shares of Seller Common Stock shall be counted in calculating such 15%. (gh) The Federal Stock Charter Buyer shall have received an opinion of counsel to Seller Bank as to the matters set forth in Exhibit G in a form satisfactory to Buyer and its counsel. (i) Balk shall have delivered to Buyer (i) a duly executed Employment Agreement in the form of Exhibit H hereto and (ii) duly executed Employment Agreements for each of Janet Winter, Linda Cooper and Barbara Garfinkel on terms and in a foxx xxxxxxxxxe xx Xxxxx. (x) Xhere shall have been amended between the date hereof and the Closing Date, no material adverse change in the condition, financial or otherwise, of Seller, the Business or the Acquired Assets and at the Closing Date Seller shall have delivered to delete Section 8A thereofBuyer a certificate to such effect signed by the President of Buyer.

Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby by this Agreement shall be subject to satisfaction of the following additional conditions at or prior to the Effective Time unless waived by Buyer pursuant to Section 7.4 Article VII hereof.: (a) The representations and warranties of Seller set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date Effective Time with the same force and effect as though such representations and warranties had been made on on, as of, and as of the Closing Date, or on the date when made in the case of a representation and warranty which specifically relates with reference to an earlier date.such Effective Time; (b) Seller and the Company shall have performed in all material respects performed all material obligations and complied with all material covenants required by this Agreement to be performed by it pursuant to this Agreement them on or prior to the Effective Time.before Closing; (c) Seller shall have delivered demonstrated its ability to Buyer a certificate, dated make the date of the Closing and signed by its President and Chief Executive Officer and by its Chief Financial Officer, deliveries required pursuant to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied.this Agreement; (d) No proceeding initiated by any Governmental Entity seeking an order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing The Company shall have received the consummation of Consents; (e) All instruments and documents required on Seller's and the Merger or Company's part to effectuate and consummate the other transactions contemplated hereby shall be pending. (e) Seller delivered to Buyer and shall have furnished be in form and substance reasonably satisfactory to Buyer with such certificates of and its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 as such conditions relate to Seller as Buyer may reasonably request. 39counsel; (f) No more than 15% order of any court or administrative agency shall be in effect which restrains or prohibits the transactions contemplated hereby or which would limit or adversely affect Buyer's ownership or control of the outstanding shares of Seller Common Stock Company or the Business, and there shall not have been threatened, nor shall there be Dissenting Sharespending, providedany action or proceeding by or before any court or governmental agency or other regulatory or administrative agency or commission, however, that for purposes of this condition, the Dissenting Shares of no more than one shareholder holding in excess of 7.5% (i) challenging any of the outstanding shares transactions contemplated by this Agreement or seeking monetary relief by reason of Seller Common Stock shall be counted the consummation of such transactions or (ii) by any present or former owner of any capital stock or equity interest in calculating the Company (whether through a derivative action or otherwise) against the Company or any officer, director or shareholder of the Company in his, her or its capacity as such 15%.or (iii) which might have a Material Adverse Effect; (g) The Federal Stock Charter of Seller Bank All loans by the Company to any Related Party shall have been amended repaid in full and there shall be no outstanding debts or obligations due from any Related Party to delete Section 8A thereofthe Company; (h) Buyer shall have received all Licenses, Permits and certificates and governmental approvals listed on Schedule 3.8; (i) Seller shall have delivered to Buyer the written resignation of each member of the board of directors and each of the officers of the Company; (j) Buyer shall have obtained, at Buyer's expense, a good and valid, irrevocable ALTA title insurance binder or commitment (the "Title Commitment"), in final form from First American Title Insurance Company (the "Title Company"), committing the Title Company to issuing an ALTA extended coverage form of title insurance policy (the "Title Policy") insuring the Buyer's fee title to the Real Property in the amount of not less than Six Hundred Thousand Dollars ($600,000.00), subject to no Liens or exceptions to title other than the Permitted Exceptions; provided that the commitment of the Title Company to issue the Title Policy may be subject to and the Title Commitment may set forth or be subject to such standard requirements relating to the issuance of final policies of title insurance as are reasonably acceptable to Buyer and to the payment of the Title Company's premiums and other charges for the issuance of the Title Policy. The Title Commitment shall be effective as of a date occurring not earlier than April 18, 1997 and, if required by Buyer, the effective date of the Title Commitment shall be brought down to the morning of the Closing Date; and (k) Buyer shall have received from Seller and Graseby plc a release in the form of Exhibit D attached hereto.

Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Buyer pursuant to Section 7.4 hereof. (a) The representations and warranties of Seller set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, or on the date when made in the case of a representation and warranty which specifically relates to an earlier date. (b) Seller shall have performed in all material respects all obligations and complied with all covenants required to be performed and complied with by it pursuant to this Agreement on or prior to the Effective TimeClosing Date. (c) Seller shall have delivered to Buyer a certificate, dated the date of the Closing and signed by its President and Chief Executive Officer and by its Chief Financial Officer, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) No proceeding initiated by any Governmental Entity seeking an order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the other transactions contemplated hereby shall be pending. (e) Seller shall have furnished Buyer with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 as such conditions relate to Seller as Buyer may reasonably request. 39. (fe) No more than 157% of the outstanding shares of Seller Common Stock shall be Dissenting Shares, provided, however, that for purposes . (f) Seller shall have furnished its shareholders with a copy of this condition, the Dissenting Shares of no more than one shareholder holding in excess of 7.5% Section 1571(d) of the outstanding shares PBCL with the Notice of Seller Common Stock shall be counted in calculating such 15%Meeting informing them of their right to dissent. (g) Buyer shall have received an opinion of counsel to Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, substantially to the effect set forth in Exhibit 6.3(g) hereto. (h) Seller shall have provided Buyer with an accounting of all merger related expenses incurred by it through the Closing Date, including a good faith estimate of such expenses incurred but as to which invoices have not been submitted as of the Closing Date. The Federal Stock Charter merger related expenses of Seller Bank other than printing expenses (which are within the control of Buyer), shall be reasonable, taking into account normal and customary billing rates, fees and expenses for similar transactions. (i) Seller shall have been amended to delete Section 8A thereofprovided Buyer with evidence of the termination by the OTS on the Closing Date of the supervisory agreement entered into by Seller with the OTS on April 14, 2000, as set forth on Schedule 3.12(b) hereof (the "Supervisory Agreement").

Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby by this Agreement shall be subject to satisfaction of the following conditions at or prior to the Effective Time conditions, unless waived by Buyer pursuant to Section 7.4 hereof.7.3: (a) The representations and warranties of Seller and Seller Bank set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, or on the date when made in the case of a representation and or warranty which that specifically relates to an earlier date. (b) Seller and Seller Bank shall have performed performed, in all material respects respects, all obligations and complied with all covenants required to be performed and complied with by it them pursuant to this Agreement on or prior to the Effective Time. (c) Seller and Seller Bank each shall have delivered to Buyer a certificate, dated the date of the Closing Date and signed by its President their respective Presidents and Chief Executive Officer Officers and by its their respective Chief Financial OfficerOfficers, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) No proceeding initiated by any Governmental Entity seeking an order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the other transactions contemplated hereby shall be pending. (e) Seller and Seller Bank each shall have furnished Buyer with such certificates of its their officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 (as such conditions relate to Seller and/or Seller Bank) as Buyer may reasonably request. 39. (e) Seller and Seller Bank shall have provided Buyer with an accounting of all expenses incurred by each of them in connection with the transactions described in this Agreement through the Closing Date, including a good faith estimate of such expenses incurred but as to which invoices have not been submitted as of the Closing Date. (f) No more than 15% Buyer shall have received the opinion of Xxxxxx, Xxxxxxx & Xxxxxxx LLP counsel to Seller, and Seller Bank, dated the Closing Date, to the effect that, on the basis of the outstanding shares facts, representations, and assumptions set forth in the opinion, (i) Seller is a corporation in good standing under the laws of the State of Michigan, (ii) Seller Bank is a national banking association in good standing under the laws of the United States of America, (iii) this Agreement has been duly approved by the respective Boards of Directors of Seller Common Stock shall and Seller Bank, (iv) this Agreement has been duly executed by Seller and Seller Bank and constitutes a binding obligation of each of them, enforceable in accordance with its terms against each of them, except as the same may be Dissenting Shareslimited by bankruptcy, providedinsolvency, howeverfraudulent conveyance, reorganization, moratorium, and other similar laws relating to or affecting the enforcement of creditors' rights generally, by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law), and by an implied covenant of good faith and fair dealing, and (v) that for purposes upon the filing of this conditionthe Certificate of Merger, the Dissenting Shares of no more than one shareholder holding in excess of 7.5% of the outstanding shares of Seller Common Stock shall be counted in calculating such 15%Corporate Merger will become effective. (g) The Federal Stock Charter of Seller and Seller Bank shall each have been amended provided to delete Buyer any information necessary to make the representations and warranties set forth in Article III of this Agreement true and correct as of the Closing Date, and such information, in the aggregate, shall not reflect a Material Adverse Effect on Seller. (h) Not later than the last business day of the month immediately preceding the Closing Date, the Seller shall have terminated the Director Health Care Plan and shall have obtained from each participant and/or beneficiary in the Director Health Care Plan a signed release and waiver in a form satisfactory to Buyer. Seller, Seller Bank and each Subsidiary shall not have any remaining obligation, liability or expense pursuant to the Director Health Care Plan. (i) The number of shares of Seller Stock outstanding at the Closing Date shall not exceed 532,896 shares. (j) Between the date of this Agreement and the Closing Date, there shall not have occurred any change or any condition, event, circumstance, fact, or occurrence, other than as provided in this Agreement, which may reasonably be expected to have a Material Adverse Effect on Seller. (k) Buyer shall have received all of the agreements referenced in Section 8A thereof5.13(b).

Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Buyer pursuant to Section 7.4 hereof. (a) The representations and warranties of Seller set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made anew on and as of the Closing Date, or on unless the date when made in the case of a representation and warranty which specifically relates to an earlier date. (b) Seller shall have performed in all material respects all obligations and complied with all covenants required to be performed and complied with by it pursuant to this Agreement on or prior to the Effective Time. (c) Seller shall have delivered to Buyer a certificate, dated the date of the Closing Date and signed by its President and Chief Executive Officer and by its Chief Financial Officer, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) No proceeding initiated by any Governmental Entity seeking an order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the other transactions contemplated hereby shall be pending. (e) Seller shall have furnished Buyer with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 as such conditions relate to Seller as Buyer may reasonably request. 39. (fe) No more than 15% of the outstanding shares of Seller Common Stock shall be Dissenting Shares, provided, however, that for purposes of this condition, the Dissenting Shares of no more than one shareholder holding in excess of 7.5% of the outstanding shares . (f) The directors of Seller Common Stock who are stockholders of Seller shall be counted have executed and delivered voting agreements in calculating such 15%the form of Exhibit A hereto. (g) The Federal Stock Charter letter of Seller Bank Fiserv to Seller, dated October 20, 1999, which provides in pertinent part that no termination fee or penalty shall have been amended be payable to delete Section 8A thereofFISERVE ORLANDO upon any termination of the Dollar System and Loanserv contract, shall be in full force and effect and unaffected by the Merger.

Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Buyer pursuant to Section 7.4 hereof. (a) The representations and warranties of Seller set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, or on the date when made in the case of a representation and warranty which specifically relates to an earlier date. (b) Seller shall have performed in all material respects all obligations and complied with all covenants required to be performed and complied with by it pursuant to this Agreement on or prior to the Effective TimeClosing Date. (c) Seller shall have delivered to Buyer a certificate, dated the date of the Closing and signed by its President and Chief Executive Officer and by its Chief Financial Officer, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) No proceeding initiated by any Governmental Entity seeking an order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the other transactions contemplated hereby shall be pending. (e) Seller shall have furnished Buyer with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 as such conditions relate to Seller as Buyer may reasonably request. 39. (fe) No more than 15% of the outstanding shares of Seller Common Stock shall be Dissenting Shares. (f) Buyer shall have received an opinion of counsel to Seller, provideddated the Closing Date, howeverin form and substance reasonably satisfactory to Buyer, that for purposes of this condition, substantially to the Dissenting Shares of no more than one shareholder holding effect set forth in excess of 7.5% of the outstanding shares of Seller Common Stock shall be counted in calculating such 15%Exhibit 6.3(f) hereto. (g) Seller shall have provided Buyer with an accounting of all merger related expenses incurred by it through the Closing Date, including a good faith estimate of such expenses incurred but as to which invoices have not been submitted as of the Closing Date. The Federal Stock Charter merger related expenses of Seller Bank other than printing expenses (which are within the control of Buyer), shall have been amended to delete Section 8A thereofbe reasonable, taking into account normal and customary billing rates, fees and expenses for similar transactions.

Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby Transaction shall be subject to satisfaction of the following additional conditions at or prior to the Effective Time Closing Date unless waived by Buyer pursuant to Section 7.4 hereof.in writing: (a) The representations and warranties of Seller set forth in Article III 3 and the representations and warranties of the Company set forth in Article 4 hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, Date (or on the date when made in the case of a any representation and warranty which specifically relates to an earlier date.), except as otherwise contemplated by this Agreement or consented to in writing by Buyer; (b) Seller and the Company shall have performed in all material respects all obligations and complied with all covenants required to be performed by it pursuant to this Agreement on or prior to the Effective Time.Agreement; (c) Seller shall have delivered to Buyer a certificate, dated the date of the Closing Date and signed by its President and Chief or any Executive Officer and by its Chief Financial OfficerVice President, to the effect that the conditions set forth in Sections 6.3(aparagraphs (a) and 6.3(b(b) of this Section have been satisfied.; (d) No proceeding initiated by any Governmental Entity seeking an order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation The officers and directors of the Merger or Company shall have resigned from all of their respective officer and/or director positions with the other transactions contemplated hereby shall be pending.Company; and (e) Seller shall have furnished Buyer purchase, at its expense, "tail" product liability insurance coverage with such certificates of its officers or others respect to the Company and such other documents the Business solely with respect to evidence fulfillment of any occurrences that occurred prior to the conditions set forth in Sections 6.1 and 6.3 as such conditions relate to Seller as Buyer may reasonably request. 39 (f) No more than 15% of the outstanding shares of Seller Common Stock shall be Dissenting SharesClosing Date but for which a claim is made post-Closing, provided, however, that for purposes of this condition, the Dissenting Shares of no more than one shareholder holding in excess of 7.5% of the outstanding shares of Seller Common Stock shall be counted in calculating such 15%. (g) The Federal Stock Charter of Seller Bank which insurance coverage shall have been amended limits and deductibles similar to delete Section 8A thereofthose in effect under Seller's existing coverages, naming the Company and Buyer as additional insureds.

Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby by this Agreement shall be subject to satisfaction of the following conditions at or prior to the Effective Time conditions, unless waived by Buyer pursuant to Section 7.4 hereof.7.3: (a) The representations and warranties of Seller set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, or on the date when made in the case of a representation and or warranty which that specifically relates to an earlier date. (b) Seller shall have performed performed, in all material respects respects, all obligations and complied with all covenants required to be performed and complied with by it Seller pursuant to this Agreement on or prior to the Effective TimeClosing. (c) Seller shall have delivered to Buyer a certificate, dated the date of the Closing Date and signed by its President and Chief Executive Officer and by its Chief Financial Officer, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) No proceeding initiated by any Governmental Entity seeking an order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the other transactions contemplated hereby shall be pending. (e) Seller shall have furnished Buyer with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 (as such conditions relate to Seller Seller) as Buyer may reasonably request. 39. (e) Buyer shall have received the opinion of Varnum, Riddering, Xxxxxxx & Xxxxxxx LLP counsel to Seller, dated the Closing Date, to the effect that, on the basis of the facts, representations, and assumptions set forth in the opinion, (i) Seller is a corporation in good standing under the laws of the State of Michigan, (ii) the Bank is a Michigan banking corporation in good standing under the laws of the State of Michigan, and (iii) this Agreement has been duly executed by Seller and constitutes a binding obligation of Seller, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law), and by an implied covenant of good faith and fair dealing. (f) No more than 15% Seller shall have provided to Buyer any information necessary to make the representations and warranties set forth in Article III of this Agreement true and correct as of the outstanding shares of Seller Common Stock Closing Date, and such information, in the aggregate, shall be Dissenting Shares, provided, however, that for purposes of this condition, not reflect a Material Adverse Effect on the Dissenting Shares of no more than one shareholder holding in excess of 7.5% of the outstanding shares of Seller Common Stock shall be counted in calculating such 15%Bank. (g) The Federal Stock Charter Between the date of this Agreement and the Closing Date, there shall not have occurred any change or any condition, event, circumstance, fact, or occurrence, other than as provided in this Agreement, which may reasonably be expected to have a Material Adverse Effect on the Bank. (h) Seller Bank shall have been amended delivered to delete Buyer all of the items set forth in Section 8A thereof2.3(b). (i) Buyer shall have received resignations from all directors of the Bank. (j) There shall be no material information set forth on any Schedules to this Agreement of which the Buyer was unaware or was not made available to Buyer in its due diligence investigation of the Bank.

Conditions Precedent - Buyer. The obligations of Buyer to effect the transactions contemplated hereby Merger shall be subject to satisfaction of the following conditions at or prior to the Effective Time unless waived by Buyer pursuant to Section 7.4 hereof. (a) The representations and warranties of Seller set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, or on the date when made in the case of a representation and warranty which specifically relates to an earlier date. Notwithstanding the preceding sentence, except for the representations and warranties contained in the second and fourth sentences of Section 3.1 and in Section 3.13, any inaccuracies in the representations and warranties of Seller shall not prevent the satisfaction of the condition contained in this Section 6.3(a) unless the cumulative effect of all such inaccuracies, taken in the aggregate, represent a Material Adverse Effect on Seller. In applying the preceding sentence, the determination of whether a representation and warranty of Seller is inaccurate shall be made without regard to any language in Article III which would otherwise qualify such representation and warranty individually by reference to materiality or a Material Adverse Effect. (b) Seller shall have performed in all material respects all obligations and covenants required to be performed by it pursuant to this Agreement on or prior to the Effective Time. (c) Seller shall have delivered to Buyer a certificate, dated the date of the Closing and signed by its President and Chief Executive Officer and by its Chief Financial Officer, to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) No proceeding initiated by any Governmental Entity seeking an order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the other transactions contemplated hereby shall be pending. (e) Seller shall have furnished Buyer with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.3 as such conditions relate to Seller as Buyer may reasonably request. 39. (f) No more than 1510% of the outstanding shares of Seller Common Stock shall be Dissenting Shares, provided, however, that for purposes of this condition, the Dissenting Shares of no more than one shareholder holding in excess of 7.5% of the outstanding shares of Seller Common Stock shall be counted in calculating such 15%. (g) The Federal Stock Charter of Seller Bank shall have been amended to delete Section 8A thereof.