Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYERS Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYERS. All of the agreements and obligations of Buyers under this Agreement are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent, any or all of which may be waived in whole or in part in writing by Buyers: (a) The representations and warranties of Seller set forth in this Agreement and shall have been true and correct in all material respects as of the date hereof and as of the Closing Date as if made at and as of each of such dates; (b) Seller shall have performed and complied with all of the agreements, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (c) The board of directors of the Company shall have approved the acquisition of the Shares to the extent required by the Company's articles of incorporation and bylaws; and (d) Buyers shall have received approval by all state and federal bank regulatory agencies as may be required by law for the acquisition of the Shares and all waiting and appeal periods prescribed by applicable law or regulation shall have expired, such approvals shall be consistent with the applications as described in Section 7, and no approval, licenses or consent granted by any regulatory authority shall contain any requirement, covenant or condition which materially alters or impairs the consummation of this transaction, as described in the applications, or which in the reasonable judgment of Buyers would be unduly burdensome to Buyers; (e) No court or governmental authority of competent jurisdiction shall have issued a permanent order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement;

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYERS. All of the agreements and obligations The obligation of Buyers to consummate the purchase under this Agreement are is subject to the fulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions precedent, (any or all of which may be waived in whole or in part in writing by Buyers:): (a) The all representations and warranties of Seller set forth Sellers contained in this Agreement that are expressly qualified by a reference to materiality or Material Adverse Effect shall be true and correct in all respects as so qualified and all of the representations and warranties of Sellers that are not so qualified shall have been be true and correct in all material respects respects, at and as of the date hereof of this Agreement and at and as of the time of the Closing Date with the same effect as if though made at again at, and as of, that time (except that representations and warranties which address matters only as of each a particular date shall remain true and correct as of such datesdate); (b) Seller Sellers shall have performed and complied in all material respects with all of the agreements, obligations and covenants and conditions required by this Agreement to be performed or complied with by it on or Sellers prior to or at the Closing DateClosing; (c) The board of directors of the Company Buyers shall have approved been furnished with the acquisition of the Shares documents referred to the extent required by the Company's articles of incorporation and bylaws; andin Section 8.1; (d) Buyers the waiting period under the HSR Act with respect to the filings (including any extension thereof) made as contemplated under Section 6.6 shall have received approval by all state and federal bank regulatory agencies as may be required by law for the acquisition expired or been terminated; (e) no provision of the Shares and all waiting and appeal periods prescribed by any applicable law or regulation shall have expired, such approvals shall be consistent with the applications as described in Section 7prohibit Sellers, and no approval, licenses there shall not be in effect any injunction or consent granted restraining order issued by any regulatory authority shall contain any requirement, covenant or condition which materially alters or impairs the consummation of this transaction, as described in the applications, or which in the reasonable judgment of Buyers would be unduly burdensome to Buyers; (e) No a court or governmental authority of competent jurisdiction shall have issued a permanent order restraining, enjoining in any action or otherwise prohibiting proceeding against Sellers regarding the consummation of the transactions contemplated by sale and purchase of the Shares pursuant to this Agreement; (f) Each of the consents identified on Schedule 7.1(f) must have been obtained and must be in full force and effect and each of the notices identified on Schedule 7.1(f) must have been delivered; and (g) from the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect.

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYERS. All of the agreements and obligations of Buyers under this Agreement are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent, any or all of which may be waived in whole or in part in writing by Buyers: (a) The representations and warranties of Seller set forth in this Agreement and shall have been true and correct in all material respects as of the date hereof and as of the Closing Date as if made at and as of each of such dates; (b) Seller shall have performed and complied with all of the agreements, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (c) The board of directors of the Company shall have approved the acquisition of the Shares to the extent required by the Company's articles of incorporation and bylaws; and (d) Buyers shall have received approval by all state and federal bank regulatory agencies as may be required by law for the acquisition of the Shares and all waiting and appeal periods prescribed by applicable law or regulation shall have expired, such approvals shall be consistent with the applications as described in Section 78, and no approval, licenses or consent granted by any regulatory authority shall contain any requirement, covenant or condition which materially alters or impairs the consummation of this transaction, as described in the applications, or which in the reasonable judgment of Buyers would be unduly burdensome to Buyers; (e) No court or governmental authority of competent jurisdiction shall have issued a permanent order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement;