Common use of Conditions Precedent to the Obligations of the Parties Clause in Contracts

Conditions Precedent to the Obligations of the Parties. 8.01. Conditions to the Obligations of Rurban and Merger Corp. The obligations of Rurban and Merger Corp. under this Agreement shall be subject to the satisfaction, or written waiver by Rurban and Merger Corp. prior to the Closing Date, of each of the following conditions precedent: (a) The representations and warranties of NBM set forth in this Agreement (without giving effect to any material adverse effect, materiality or similar qualifiers) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though such representations and warranties were also made as of the Closing Date, except that those representations and warranties which by their terms speak as of a specific date shall be true and correct as of such date; and Rurban and Merger Corp. shall have received a certificate, dated the Closing Date, signed on behalf of NBM by the chief executive officer of NBM to such effect. (b) NBM shall have performed in all material respects all of its covenants and obligations under this Agreement to be performed by it on or prior to the Closing Date, including those relating to the Closing and the closing deliveries required by Section 9.03 of this Agreement; and Rurban and Merger Corp. shall have received a certificate, dated the Closing Date, signed on behalf of NBM by the chief executive officer of NBM to such effect. (c) NBM shall have obtained the consent or approval of each person (other than Governmental Authorities and Regulatory Authorities) whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a material adverse effect, after the Effective Time, on Rurban on a consolidated basis. (d) From the date of this Agreement, there shall not have occurred any material adverse effect on NBM and its Subsidiaries on a consolidated basis, or any change, condition, event or development that, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on NBM and its Subsidiaries on a consolidated basis. (e) With respect to each loan by Bank of Montpelier in excess of $250,000 which has a USDA/FSA guarantee, NBM shall have delivered or caused to be delivered to Rurban a written confirmation by the USDA or other evidence reasonably satisfactory to Rurban that affirms that such guarantee remains in full force and effect.

Conditions Precedent to the Obligations of the Parties. 8.01. Conditions to the Obligations of Rurban and Merger Corp. The obligations of Rurban Buyer and Merger Corp. Sellers under the terms of this Agreement shall be are subject to the satisfaction, at or written waiver by Rurban and Merger Corp. prior to before the Closing Date, of each of the following conditions precedentconditions: (a) The representations and warranties of NBM set forth in this Agreement (without giving effect All required third-party consents to any material adverse effect, materiality or similar qualifiers) shall be true and correct in all material respects as of the date of this Agreement and as the transactions contemplated hereby shall have been received. (b) There shall not be any action or threatened action before any court or governmental body to restrain, prohibit, or invalidate the transactions contemplated by this Agreement or that, in the judgment of the Closing Date as though such representations boards of directors and warranties were also managers of Buyer or Sellers, made in good faith and based on the advice of legal counsel, make it inadvisable to proceed with the transactions contemplated by this Agreement. (c) Holding shall have executed, acknowledged, and delivered (i) a certificate, signed by a duly authorized officer of Holding and dated as of the Closing Date, except warranting that those representations and warranties which by their terms speak as of a specific date shall be true and correct as of such date; and Rurban and Merger Corp. shall have received a certificate, dated all action necessary to approve the Closing Date, signed on behalf of NBM transactions contemplated by the chief executive officer MOU have been taken and that all actions and undertakings required of NBM to such effect. Holding thereunder have been completed; (bii) NBM shall have performed in all material respects all of its covenants and obligations under certificates, opinions, schedules, agreements, resolutions, or other instruments required by the MOU or this Agreement to be performed so delivered by it on Holding at or prior to the Closing Date, including those relating to the Closing and the closing deliveries required by Section 9.03 of this AgreementClosing; and Rurban (iii) such other items as may be reasonably requested by CEC and Merger Corp. shall have received a certificate, dated the Closing Date, signed on behalf of NBM by the chief executive officer of NBM its legal counsel in order to such effect. (c) NBM shall have obtained the consent effectuate or approval of each person (other than Governmental Authorities and Regulatory Authorities) whose consent or approval shall be required in connection with evidence the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in by this Agreement and/or the aggregate, have a material adverse effect, after the Effective Time, on Rurban on a consolidated basisMOU. (d) From Buyer shall have been formed as a limited liability company by filing articles of organization with the date Utah Division of this AgreementCorporations and Commercial Code, there and Holding shall not have occurred any material adverse effect on NBM executed, acknowledged, and its Subsidiaries on a consolidated basis, or any change, condition, event or development that, individually or in delivered an operating agreement acceptable to Sellers governing the aggregate, would reasonably be expected to result in a material adverse effect on NBM and its Subsidiaries on a consolidated basisaffairs of Buyer. (e) With respect to each loan by Bank of Montpelier in excess of $250,000 which has a USDA/FSA guarantee, NBM The parties hereto shall have delivered received such further documents, certificates, or caused instruments relating to be delivered to Rurban a written confirmation by the USDA or other evidence transactions contemplated hereby as they may reasonably satisfactory to Rurban that affirms that such guarantee remains in full force and effectrequest.

Conditions Precedent to the Obligations of the Parties. 8.01. 8.1 Conditions Precedent to the Obligations of Rurban and Merger Corp. EUI. The obligations of Rurban and Merger Corp. under this Agreement shall be EUI to effect the transactions contemplated herein are further subject to the satisfaction, satisfaction at or written waiver by Rurban and Merger Corp. prior to the Closing Date, of each Date of the following conditions precedentconditions, unless waived by EUI in writing: (a) The representations and warranties of NBM Seller set forth in this Agreement (without giving effect to any material adverse effect, materiality or similar qualifiers) shall be true and correct in all material respects as of the date of this Agreement Agreement, and shall also be true and correct (except for such changes as are contemplated by the terms of this Agreement) on and as of the Closing Date with the same force and effect as though such representations made on and warranties were also made as of the Closing Date, except that those representations if and warranties which by their terms speak as of a specific date shall to the extent any failures to be true and correct as of such date; and Rurban and Merger Corp. shall would not have received a certificate, dated material adverse effect on the Closing Date, signed on behalf of NBM by the chief executive officer of NBM to such effectBusiness. (b) NBM From the date of this Agreement through the Closing Date, Seller shall not have suffered any change that has had a net effect greater than Two Thousand Dollars ($2,000.00) on the Business, or the financial condition, assets, liabilities or earnings of Seller (a "Material Adverse Change") in the Business or the assets, operations or financial condition of Seller (other than changes relating to the transactions contemplated by this Agreement). (c) Seller shall have performed in all material respects all of its obligations and covenants and obligations under this Agreement conditions required to be performed by it on under this Agreement at or prior to the Closing Date, including those relating to the Closing and the closing deliveries required by Section 9.03 of this Agreement; and Rurban and Merger Corp. shall have received a certificate, dated the Closing Date, signed on behalf of NBM by the chief executive officer of NBM to such effect. (c) NBM shall have obtained the consent or approval of each person (other than Governmental Authorities and Regulatory Authorities) whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a material adverse effect, after the Effective Time, on Rurban on a consolidated basis. (d) From Seller shall have no outstanding debt other than reasonable and customary accounts payable incurred in the date ordinary course of business and what is incurred as a result of the consummation of the transactions contemplated by this Agreement, there shall not have occurred any material adverse effect on NBM and its Subsidiaries on a consolidated basis, or any change, condition, event or development that, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on NBM and its Subsidiaries on a consolidated basis. (e) With respect to each loan by Bank of Montpelier in Seller shall have Two Thousand Dollars ($2,000.00) excess of $250,000 which has a USDA/FSA guaranteecurrent assets over current liabilities as shown on Seller's Financial Information as of the Closing Date prepared in accordance with GAAP. (f) All actions, NBM proceedings, instruments and documents required to carry out this Agreement, or incidental hereto, and all other legal matters shall have been approved by counsel to EUI, and such counsel shall have received all documents, certificates and other papers reasonably requested by it in connection therewith. (g) Seller shall state, and reaffirm as of the Closing Date, that the materials, including current financial statements, prepared and delivered by EUI to Seller, have been read and understood by Seller, that it is familiar with the business of EUI, that it is acquiring the EUI Shares under Section 4(2) of the Securities Act, commonly known as the private offering exemption of the Securities Act, with the intent of holding such EUI shares for investment, and not with a view to, or caused to for resale in connection with, any transfer or distribution of such EUI shares or any portion thereof, and that the EUI Shares are restricted and may not be delivered to Rurban a written confirmation by resold, except in reliance on an exemption under the USDA or other evidence reasonably satisfactory to Rurban that affirms that such guarantee remains in full force and effectSecurities Act.

Conditions Precedent to the Obligations of the Parties. 8.01. Conditions The obligation of each of the Seller and the Purchaser to consummate the Obligations of Rurban and Merger Corp. The obligations of Rurban and Merger Corp. under this Agreement shall be Closing is subject to the satisfaction, satisfaction at or written waiver by Rurban and Merger Corp. prior to the Closing Date, of each of the following conditions precedentset forth below; provided, however, that notwithstanding the failure of any one or more of such conditions, each of the Seller or the Purchaser may nevertheless proceed with the Closing without satisfaction, in whole or in part, of any one or more of such conditions, but only if a written waiver thereof is executed by the Party that has not failed to satisfy the condition. (a) No Proceeding shall be pending seeking to restrain, prohibit or declare illegal, or seeking substantial damages in connection with: (a1) any of the transactions contemplated by this Agreement or by the Ancillary Agreements; (2) the ownership (including enjoyment of any rights relating thereto) by Reuters R&A of any of the Assets at and after the Closing; or (3) the operation of the Business by the Purchaser or Reuters R&A at and after the Closing in a manner consistent with the past practices of the Seller; and no Judgment to such effect shall be in effect. (b) The representations and warranties of NBM set forth the Seller (in the case of the Purchaser) or the Purchaser (in the case of the Seller) in this Agreement (without giving effect to any material adverse effect, materiality or similar qualifiers) shall be true and correct in all material respects as of (other than the date of this Agreement representations and warranties which are already qualified by materiality which shall be true and correct in all respects) on and as of the Closing Date as though such representations if made on and warranties were also made as of the Closing Date, except that those for representations and warranties which by their terms speak made as of a specific date date, which shall be true and correct as of such date; and Rurban and Merger Corp. shall have received a certificate, dated the Closing Date, signed on behalf of NBM by the chief executive officer of NBM to such effect. (bc) NBM The Seller (in the case of the Purchaser) or the Purchaser (in the case of the Seller) shall have performed and complied with in all material respects all of its their respective agreements and covenants and obligations under this Agreement required to be performed or complied with by it them under the Agreement on or prior to the Closing Date, including those relating to the Closing and the closing deliveries required by Section 9.03 of this Agreement; and Rurban and Merger Corp. shall have received a certificate, dated the Closing Date, signed on behalf of NBM by the chief executive officer of NBM to such effect. (c) NBM shall have obtained the consent or approval of each person (other than Governmental Authorities and Regulatory Authorities) whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a material adverse effect, after the Effective Time, on Rurban on a consolidated basis. (d) From The Parties shall have obtained all permits and consents required for the date consummation of the transactions contemplated by this Agreement, there shall not have occurred any material adverse effect on NBM Agreement and its Subsidiaries on a consolidated basis, or any change, condition, event or development that, individually or in by the aggregate, would reasonably be expected Ancillary Agreements and required to result allow for the prudent and uninterrupted operation of the Business after the Closing in a material adverse effect on NBM and its Subsidiaries on a consolidated basismanner consistent with the past practices of the Seller. (e) With respect to each loan by Bank The Seller (in the case of Montpelier the Purchaser) or the Purchaser (in excess the case of $250,000 which has a USDA/FSA guarantee, NBM the Seller) shall have delivered to the other a certificate (without qualifications as to knowledge or caused materiality or otherwise) to be delivered the effect that each of the conditions specified in clauses (a)-(c) of this Section 6.1, as such conditions relate to Rurban a written confirmation by the USDA or other evidence reasonably satisfactory to Rurban that affirms that Party delivering such guarantee remains certificate, is satisfied in full force and effectall respects.

Conditions Precedent to the Obligations of the Parties. 8.01. Conditions to the Obligations of Rurban FDEF and Merger Corp. First Federal. The obligations of Rurban FDEF and Merger Corp. First Federal under this Agreement shall be subject to the satisfaction, or written waiver by Rurban FDEF and Merger Corp. First Federal prior to the Closing Date, of each of the following conditions precedent: (a) The representations and warranties of NBM ComBanc and Commercial Bank set forth in this Agreement (without giving effect to any material adverse effect, materiality or similar qualifiers) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though such representations and warranties were also made as of the Closing Date, except that those representations and warranties which by their terms speak as of a specific date shall be true and correct as of such date; and Rurban and Merger Corp. FDEF shall have received a certificate, dated the Closing Date, signed on behalf of NBM by the chief executive officer and the chief financial officer of NBM each of ComBanc and Commercial Bank to such effect. (b) NBM Each of ComBanc and Commercial Bank shall have performed in all material respects all of its covenants and obligations under this Agreement to be performed by it on or prior to the Closing Date, including those relating to the Closing and the closing deliveries required by Section 9.03 of this Agreement; , and Rurban and Merger Corp. FDEF shall have received a certificate, dated the Closing Date, signed on behalf of NBM by the chief executive officer and the chief financial officer of NBM each of ComBanc and Commercial Bank to such effect. (c) NBM The holders of not more than 12% of the outstanding ComBanc Shares shall have perfected their appraisal rights under Section 262 of the DGCL, if applicable, in connection with the transactions contemplated by this Agreement. (d) ComBanc and Commercial Bank shall have obtained the consent or approval of each person (other than Governmental Authorities and Regulatory Authorities) whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, individually or in the aggregate, have a material adverse effect, after the Effective Time, on Rurban on a consolidated basisthe Surviving Corporation. (de) From All of the Deferred Compensation Agreements with members of ComBanc or Commercial Bank's Board of Directors shall be terminated. 8.02. Conditions to the Obligations of ComBanc and Commercial Bank. The obligations of ComBanc and Commercial Bank under this Agreement shall be subject to satisfaction, or written waiver by ComBanc and Commercial Bank prior to the Closing Date, of each of the following conditions precedent: (a) The representations and warranties of FDEF and First Federal set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though such representations and warranties were also made as of the Closing Date, except that representations and warranties which by their terms speak as of a specific date shall be true and correct as of such date; and ComBanc shall have received a certificate, dated the Closing Date, signed by the chief executive officer and the chief financial officer of each of FDEF and First Federal to such effect. (b) Each of FDEF and First Federal shall have performed in all material respects all of its covenants and obligations under this Agreement to be performed by it on or prior to the Closing Date, including those related to the Closing and the closing deliveries required by Section 9.02 of this Agreement, there and ComBanc shall not have occurred received a certificate, dated the Closing Date, signed by the chief executive officer and the chief financial officer of each of FDEF and First Federal to such effect. (c) FDEF and First Federal shall have obtained the consent or approval of each person (other than Governmental and Regulatory Authorities) whose consent or approval shall be required in connection with the transactions contemplated hereby under any material adverse effect on NBM loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain such consents and its Subsidiaries on a consolidated basis, or any change, condition, event or development thatapprovals would not, individually or in the aggregate, would reasonably be expected to result in have a material adverse effect, after the Effective Time, on the Surviving Corporation. (d) ComBanc shall have received from ComBanc's Financial Advisor an opinion reasonably acceptable to ComBanc, dated as of the Closing Date, to the effect on NBM and its Subsidiaries on that the consideration to be received by the holders of ComBanc Shares in the Corporate Merger is fair, from a consolidated basisfinancial point of view, to the holders of ComBanc's Shares. (e) With respect to each loan by Bank of Montpelier in excess of $250,000 which has a USDA/FSA guarantee, NBM FDEF shall have delivered or caused purchased the directors' and officers' liability insurance required by Section 6.04(b) of this Agreement. (f) There shall not have been an adjustment to the consideration to be delivered paid to Rurban a written confirmation by the USDA or other evidence reasonably satisfactory ComBanc stockholders pursuant to Rurban that affirms that such guarantee remains in full force and effectSection 2.01(d).

Conditions Precedent to the Obligations of the Parties. 8.01. Conditions to the Obligations of Rurban and Merger Corp. (a) The obligations of Rurban Buyer under this Agreement are subject to each of the following conditions being met: (i) Each and Merger Corp. every representation of Seller under this Agreement shall be subject to the satisfaction, or written waiver by Rurban and Merger Corp. prior to the Closing Date, of each of the following conditions precedent: (a) The representations and warranties of NBM set forth in this Agreement (without giving effect to any material adverse effect, materiality or similar qualifiers) shall be true and correct accurate in all material respects as of the date of this Agreement when made and shall be deemed to have been made again at and as of the time of Closing Date and shall at and as though of such representations time of Closing be true and warranties were also made accurate in all respects except as to changes specifically contemplated by this Agreement or consented to by Buyer. (ii) Seller shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing. (iii) No suit, action or other proceedings shall, on the date of Closing, be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. If any such condition on the obligations of Buyer under this Agreement is not met as of the Closing Date, except that those representations and warranties which by their terms speak as of a specific date shall be true and correct as of such date; and Rurban and Merger Corp. shall have received a certificate, dated or in the event the Closing does not occur on or before the Closing Date, signed on behalf and (in either case) Buyer is not in breach of NBM by its obligations hereunder, this Agreement may, at the chief executive officer option of NBM Buyer, be terminated, in which case the parties shall have no further obligations to one another hereunder (other than the obligations under SECTIONS 9(a) and 9(e) which will survive such effecttermination). (b) NBM The obligations of Seller under this Agreement are subject to each of the following conditions being met: (i) Each and every representation of Buyer under this Agreement shall have performed be true and accurate in all material respects as of the date when made and shall be deemed to have been made again at and as of the time of Closing and shall at and as of such time of Closing be true and accurate in all of its covenants respects except as to changes specifically contemplated by this Agreement or consented to by Seller. (ii) Buyer shall have performed and obligations under complied in all material respects with (or compliance therewith shall have been waived by Seller) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by it on or Buyer prior to or at the Closing. (iii) No suit, action or other proceedings shall, on the date of Closing, be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement. (iv) The Bank shall have executed and delivered the Partial Release. (v) Seller shall have received an opinion or opinions of counsel, which counsel shall be reasonably satisfactory to Seller and which opinion(s) shall be reasonably satisfactory to Seller and covering the matters referenced in Exhibit 8.2(d) of the Purchase Agreement and such other matters as Seller shall request. (vii) No casualty loss shall have occurred with respect to any of the Properties. If any such condition on the obligations of Seller under this Agreement is not met as of the Closing Date, including those relating to or in the event the Closing and the closing deliveries required by Section 9.03 of this Agreement; and Rurban and Merger Corp. shall have received a certificate, dated does not occur on or before the Closing Date, signed on behalf and (in either case) Seller is not in breach of NBM by its obligations hereunder, this Agreement may, at the chief executive officer option of NBM to such effect. (c) NBM Seller,be terminated, in which case the parties shall have obtained the consent or approval of each person no further obligations to one another hereunder (other than Governmental Authorities the obligations under SECTIONS 9(a) and Regulatory Authorities9(e) whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease, license or other agreement or instrument, except those for which failure to obtain will survive such consents and approvals would not, individually or in the aggregate, have a material adverse effect, after the Effective Time, on Rurban on a consolidated basistermination). (d) From the date of this Agreement, there shall not have occurred any material adverse effect on NBM and its Subsidiaries on a consolidated basis, or any change, condition, event or development that, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on NBM and its Subsidiaries on a consolidated basis. (e) With respect to each loan by Bank of Montpelier in excess of $250,000 which has a USDA/FSA guarantee, NBM shall have delivered or caused to be delivered to Rurban a written confirmation by the USDA or other evidence reasonably satisfactory to Rurban that affirms that such guarantee remains in full force and effect.