Common use of Conditions Precedent to Obligations of CBSI Clause in Contracts

Conditions Precedent to Obligations of CBSI. The obligations of CBSI to effect the Merger shall be subject to satisfaction of the following additional conditions at or prior to the Closing Date, unless waived by CBSI pursuant to Section 7.4 hereof: (a) The representations and warranties of Xxxxxx set forth in Article III hereof shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (or, in the case of any representation and warranty which specifically relates to an earlier date, as of such earlier date), except as otherwise contemplated by this Agreement or consented to in writing by CBSI and except for inaccuracies of representations or warranties which, individually or in the aggregate, do not constitute and could not reasonably be expected to result in a Material Adverse Effect on Xxxxxx or CBSI (it being understood that, for purposes of determining the accuracy of such representations and warranties, no effect shall be given to any qualifications or exceptions in such representations and warranties relating to materiality or Material Adverse Effect); (b) Xxxxxx shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with at or prior to the Closing Date; (c) Xxxxxx shall have delivered to CBSI a certificate, dated the Closing Date and signed by its President and Chief Executive Officer, to the effect that the conditions set forth in paragraphs (a) and (b) of this Section have been satisfied; (d) CBSI shall have received an Affiliates Agreement from each Person identified as an “affiliate” of Xxxxxx, and such Affiliates Agreement shall be in full force and effect; (e) Dissenters’ rights shall not have been exercised with respect to more than 2% of the outstanding shares of Xxxxxx Common Stock; (f) The required regulatory approvals approving the Transactions shall contain no condition or requirement which (i) imposes obligations or conditions on Xxxxxx or CBSI that would be more burdensome in any material respect than those contained in the written agreement between Xxxxxx and the OCC dated October 13, 2010 (such as by imposing a capital requirement higher than that set forth in such OCC agreement), or (ii) would likely result in a Material Adverse Effect on CBSI following the consummation of the Transactions; and (g) To the extent that any material lease, license, loan, financing agreement or other contract or agreement to which Xxxxxx is a party requires the consent of or waiver from the other party thereto as a result of the Transactions, such consent or waiver shall have been obtained.

Conditions Precedent to Obligations of CBSI. The obligations of CBSI to effect the Merger shall be subject to satisfaction of the following additional conditions at or prior to the Closing Date, unless waived by CBSI pursuant to Section 7.4 8.3 hereof: (a) The representations and warranties of Xxxxxx Oneida set forth in Article III hereof shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (or, in the case of any representation and warranty which specifically relates to an earlier date, as of such earlier date), except as otherwise contemplated by this Agreement or consented to in writing by CBSI and except for inaccuracies of representations CBSI; provided, however, that (i) in determining whether or warranties which, individually or not the condition contained in the aggregate, do not constitute and could not reasonably be expected to result in a Material Adverse Effect on Xxxxxx or CBSI this paragraph (it being understood that, for purposes of determining the accuracy of such representations and warrantiesa) is satisfied, no effect shall be given to any qualifications or exceptions in such representations and warranties relating to materiality or Material Adverse Effect)Effect and (ii) the condition contained in this paragraph (a) shall be deemed to be satisfied unless the failure of such representations and warranties to be so true and correct constitute, individually or in the aggregate, a Material Adverse Effect on Oneida; (b) Xxxxxx Oneida shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with at or prior to the Closing Date; (c) Xxxxxx Oneida shall have delivered to CBSI a certificate, dated the Closing Date and signed by its President and Chief Executive Officer, to the effect that the conditions set forth in paragraphs (a) and (b) of this Section 6.3 have been satisfied; (d) CBSI shall have received an Affiliates Agreement from each Person identified as an “affiliate” of Xxxxxx, and such Affiliates Agreement shall be in full force and effect; (e) Dissenters’ rights shall not have been exercised with respect to more than 2% of the outstanding shares of Xxxxxx Common Stock; (f) The required regulatory approvals approving the Transactions shall contain no condition or requirement which (i) imposes obligations or conditions on Xxxxxx or CBSI that would be more burdensome in any material respect than those contained in the written agreement between Xxxxxx and the OCC dated October 13, 2010 (such as by imposing a capital requirement higher than that set forth in such OCC agreement), or (ii) would reasonably likely to result in a Material Adverse Effect on CBSI following the consummation of the Transactions; and; (ge) To the extent that any material material, lease, license, loan, financing agreement or other contract or agreement to which Xxxxxx Oneida is a party requires the consent of or waiver from the other party thereto as a result of the Transactions, such consent or waiver shall have been obtained, unless the failure to do so would not have a Material Adverse Effect on CBSI; and (f) Oneida shall have delivered to CBSI duly-executed copies of each of the Transaction Documents together with such other documents, consents or other deliverables as may be reasonably requested by CBSI to consummate the Transactions.

Conditions Precedent to Obligations of CBSI. The obligations of CBSI to effect the Merger shall be subject to satisfaction of the following additional conditions at or prior to the Closing Date, unless waived by CBSI pursuant to Section 7.4 hereof: (a) The representations and warranties of Xxxxxx Wxxxxx set forth in Article III hereof shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (or, in the case of any representation and warranty which specifically relates to an earlier date, as of such earlier date), except as otherwise contemplated by this Agreement or consented to in writing by CBSI and except for inaccuracies of representations or warranties which, individually or in the aggregate, do not constitute and could not reasonably be expected to result in a Material Adverse Effect on Xxxxxx Wxxxxx or CBSI (it being understood that, for purposes of determining the accuracy of such representations and warranties, no effect shall be given to any qualifications or exceptions in such representations and warranties relating to materiality or Material Adverse Effect); (b) Xxxxxx Wxxxxx shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with at or prior to the Closing Date; (c) Xxxxxx Wxxxxx shall have delivered to CBSI a certificate, dated the Closing Date and signed by its President and Chief Executive Officer, to the effect that the conditions set forth in paragraphs (a) and (b) of this Section have been satisfied; (d) CBSI shall have received an Affiliates Agreement from each Person identified as an “affiliate” of XxxxxxWxxxxx, and such Affiliates Agreement shall be in full force and effect; (e) Dissenters’ rights shall not have been exercised with respect to more than 2% of the outstanding shares of Xxxxxx Wxxxxx Common Stock; (f) The required regulatory approvals approving the Transactions shall contain no condition or requirement which (i) imposes obligations or conditions on Xxxxxx Wxxxxx or CBSI that would be more burdensome in any material respect than those contained in the written agreement between Xxxxxx Wxxxxx and the OCC dated October 13, 2010 (such as by imposing a capital requirement higher than that set forth in such OCC agreement), or (ii) would likely result in a Material Adverse Effect on CBSI following the consummation of the Transactions; and (g) To the extent that any material lease, license, loan, financing agreement or other contract or agreement to which Xxxxxx Wxxxxx is a party requires the consent of or waiver from the other party thereto as a result of the Transactions, such consent or waiver shall have been obtained.

Conditions Precedent to Obligations of CBSI. The obligations of CBSI to effect the Merger shall be subject to satisfaction of the following additional conditions at or prior to the Closing Date, unless waived by CBSI pursuant to Section 7.4 SECTION 7.5 hereof: (a) The representations and warranties of Xxxxxx GNBC set forth in Article 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, in the case of any representation and warranty which specifically relates to an earlier date, as of such earlier date), except as otherwise contemplated by this Agreement or consented to in writing by CBSI and except for inaccuracies of representations CBSI; PROVIDED, HOWEVER, that (i) in determining whether or warranties which, individually or not the condition contained in the aggregate, do not constitute and could not reasonably be expected to result in a Material Adverse Effect on Xxxxxx or CBSI this paragraph (it being understood that, for purposes of determining the accuracy of such representations and warrantiesa) is satisfied, no effect shall be given to any qualifications or exceptions in such representations and warranties relating to materiality or Material Adverse Effect), and (ii) the condition contained in this paragraph (a) shall be deemed to be satisfied unless the failure of such representations and warranties to be so true and correct constitute, individually or in the aggregate, a Material Adverse Effect on GNBC; (b) Xxxxxx GNBC shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with at or prior to the Closing Date; (c) Xxxxxx GNBC shall have delivered to CBSI a certificate, dated the Closing Date and signed by its President and Chief Executive Officer, to the effect that the conditions set forth in paragraphs (a) and (b) of this Section have been satisfied; (d) CBSI shall have received an Affiliates Agreement from each Person identified as an “affiliate” of Xxxxxx, and such Affiliates Agreement shall be in full force and effect; (e) Dissenters’ ' rights shall not have been exercised with respect to more than 2% five percent (5%) of the outstanding shares of Xxxxxx GNBC Common Stock; (f) The required regulatory approvals approving the Transactions shall contain no condition or requirement which (i) imposes obligations or conditions on Xxxxxx or CBSI that would be more burdensome in any material respect than those contained in the written agreement between Xxxxxx and the OCC dated October 13, 2010 (such as by imposing a capital requirement higher than that set forth in such OCC agreement), or (ii) would likely result in a Material Adverse Effect on CBSI following the consummation of the Transactions; and (ge) To the extent that any material material, lease, license, loan, financing agreement or other contract or agreement to which Xxxxxx GNBC is a party requires the consent of or waiver from the other party thereto as a result of the Transactionstransactions contemplated by this Agreement, such consent or waiver shall have been obtained, unless the failure to obtain such consent or waiver would not, individually or in the aggregate, have a Material Adverse Effect on GNBC.

Conditions Precedent to Obligations of CBSI. The obligations of CBSI to effect the Merger shall be subject to satisfaction of the following additional conditions at or prior to the Closing Date, unless waived by CBSI pursuant to Section 7.4 7.5 hereof: (a) The representations and warranties of Xxxxxx GNBC 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, in the case of any representation and warranty which specifically relates to an earlier date, as of such earlier date), except as otherwise contemplated by this Agreement or consented to in writing by CBSI and except for inaccuracies of representations CBSI; provided, however, that (i) in determining whether or warranties which, individually or not the condition contained in the aggregate, do not constitute and could not reasonably be expected to result in a Material Adverse Effect on Xxxxxx or CBSI this paragraph (it being understood that, for purposes of determining the accuracy of such representations and warrantiesa) is satisfied, no effect shall be given to any qualifications or exceptions in such representations and warranties relating to materiality or Material Adverse Effect), and (ii) the condition contained in this paragraph (a) shall be deemed to be satisfied unless the failure of such representations and warranties to be so true and correct constitute, individually or in the aggregate, a Material Adverse Effect on GNBC; (b) Xxxxxx GNBC shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with at or prior to the Closing Date; (c) Xxxxxx GNBC shall have delivered to CBSI a certificate, dated the Closing Date and signed by its President and Chief Executive Officer, to the effect that the conditions set forth in paragraphs (a) and (b) of this Section have been satisfied; (d) CBSI shall have received an Affiliates Agreement from each Person identified as an “affiliate” of Xxxxxx, and such Affiliates Agreement shall be in full force and effect; (e) Dissenters’ ' rights shall not have been exercised with respect to more than 2% five percent (5%) of the outstanding shares of Xxxxxx GNBC Common Stock; (f) The required regulatory approvals approving the Transactions shall contain no condition or requirement which (i) imposes obligations or conditions on Xxxxxx or CBSI that would be more burdensome in any material respect than those contained in the written agreement between Xxxxxx and the OCC dated October 13, 2010 (such as by imposing a capital requirement higher than that set forth in such OCC agreement), or (ii) would likely result in a Material Adverse Effect on CBSI following the consummation of the Transactions; and (ge) To the extent that any material material, lease, license, loan, financing agreement or other contract or agreement to which Xxxxxx GNBC is a party requires the consent of or waiver from the other party thereto as a result of the Transactionstransactions contemplated by this Agreement, such consent or waiver shall have been obtained, unless the failure to obtain such consent or waiver would not, individually or in the aggregate, have a Material Adverse Effect on GNBC.