Common use of Conditions Precedent to Purchaser’s Obligations Clause in Contracts

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which conditions may be waived by Purchaser in its sole discretion: (a) The representations and warranties of Seller contained in this Agreement or in any Schedule, Exhibit or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects as though such representations and warranties were made at and as of the Closing Date. (b) Seller shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by Seller, prior to or at the Closing, including executing and delivering or causing to be executed and delivered all of the items required by Section 3.1. (c) All Seller Required Consents shall have been obtained or made and shall be in full force and effect as of the Closing Date.

Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which conditions may be waived by Purchaser in its sole discretion: (a) The representations and warranties of Seller contained in this Agreement or in any Schedule, Exhibit or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true and correct in all material respects as though such representations and warranties were made at and as of the Closing Date. (b) Seller shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by Seller, prior to or at the Closing, including executing and delivering or causing to be executed and delivered all of the items required by Section 3.1. (c) All Seller Required Consents shall have been obtained or made and shall be in full force and effect as of the Closing Date.. NY #648349 v12

Conditions Precedent to Purchaser’s Obligations. The All obligations of Purchaser to effect the Closing of the transactions contemplated hereby under this Agreement are subject to the fulfillment, fulfillment prior to or at the Closing, Initial Closing Date of each of the following conditions, all or any part of which conditions Purchaser may be waived by Purchaser at his election waive, provided he does so in its sole discretion:writing. (a) The Seller's representations and warranties of Seller contained in this Agreement or in any Scheduleexhibit, Exhibit certificate, or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true at and correct in all material respects as of the Initial Closing Date as though such representations and warranties were made at and as such time except with respect to such changes which occur in the usual and ordinary course of the Closing Datebusiness or as set forth in said exhibits. (b) Seller shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants the agreements and conditions required by this Agreement to be performed or complied with by Seller, him prior to or at the Closing, including executing and delivering or causing to be executed and delivered all of the items required by Section 3.1Initial Closing Date. (c) All Seller Required Consents shall have been obtained or made and shall be in full force and effect delivered to Purchaser a Certificate dated as of the Initial Closing DateDate certifying to the fulfillment of the conditions set forth herein. (d) Approval issued by the Office of Thrift Supervision for the purchase of the Stock by the Purchaser, or his assigns.