Common use of Conditions to Each Party’s Obligations under this Agreement Clause in Contracts

Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each Party to consummate the Acquisition shall be subject to the satisfaction at or prior to the Closing Date of the following conditions: (a) All regulatory approvals required to be obtained in connection with the transactions contemplated by this Agreement shall have been obtained on terms reasonably satisfactory to the Parties hereto, all notices required to be filed with any governmental agency in connection with the transactions contemplated by this Agreement shall have been filed, all such regulatory approvals shall be in full force and effect, and all notice periods and waiting periods required by law or regulation applicable to the transactions contemplated by this Agreement shall have expired or been terminated and no adverse action shall have been taken or threatened with respect thereto. (b) Neither the Seller nor Buyer shall be subject to any order, decree or injunction (“Injunction”) of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the transactions contemplated hereby, and no proceeding initiated by a governmental agency or similar authority seeking an Injunction shall be threatened; provided, that if such an Injunction is in effect or any proceeding is commenced or threatened pursuant to which an Injunction is sought, the Parties shall cooperate and use reasonable best efforts expeditiously to remove the impediment prohibiting the Closing of the Acquisition. (c) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits or makes illegal the consummation of the Acquisition.

Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each Party of the parties hereto to consummate the Acquisition transactions contemplated hereby shall be subject to the satisfaction at on or prior to the Closing Date of the following conditions: (a) All regulatory approvals and orders of Governmental Entities (including without limitation the approvals of the Banking Department, the OCC, and, if applicable, the FDIC, and the Section 154 Order) required to be obtained in connection with the transactions contemplated by this Agreement shall have been obtained on terms reasonably satisfactory to the Parties heretoobtained, all notices required to be filed with any governmental agency Governmental Entity in connection with the transactions contemplated by this Agreement shall have been filed, all such regulatory approvals shall be in full force and effect, and all notice periods and waiting periods required by law or regulation in respect thereof or otherwise applicable to the transactions contemplated by this Agreement shall have expired or been terminated (all such approvals and no adverse action shall have been taken or threatened with respect theretothe expiration of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”). (b) Neither the Seller nor Buyer shall be subject to any No order, injunction or decree or injunction (“Injunction”) of a issued by any court or agency of competent jurisdiction which enjoins or prohibits other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated hereby, and no proceeding initiated by a governmental agency or similar authority seeking an Injunction this Agreement shall be threatened; provided, that if such an Injunction is in effect or any proceeding is commenced or threatened pursuant to which an Injunction is sought, the Parties shall cooperate and use reasonable best efforts expeditiously to remove the impediment prohibiting the Closing of the Acquisition. (c) effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits or makes illegal Governmental Entity that prevents the consummation of the AcquisitionMerger or the transactions contemplated hereby or that could have a Material Adverse Effect on the ability of the Purchaser to conduct a trust administration business with respect to the Trust Accounts in substantially the same manner as the Seller heretofore conducted such business with respect to the Trust Accounts.

Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each Party party to consummate the Acquisition shall be subject to the satisfaction at on or prior to the Closing Date of the following conditions: (a) All regulatory approvals of Governmental Entities (including for purposes of this clause (a), GNMA) required to be obtained in connection with the transactions contemplated by this Agreement shall have been obtained on terms reasonably satisfactory to the Parties heretoobtained, 109 110 all notices required to be filed with any governmental agency Governmental Entity in connection with and prior to the consummation of the transactions contemplated by this Agreement shall have been filed, all such regulatory approvals shall be in full force and effect, and all notice periods and waiting periods required by law or regulation in respect thereof or otherwise applicable to the transactions contemplated by this Agreement shall have expired or been terminated (all such approvals and no adverse action shall have been taken or threatened with respect theretothe expiration of all such waiting periods being referred to herein as the "Requisite Regulatory Approvals"). (b) Neither the Seller nor Buyer shall be subject to any No order, injunction or decree or injunction (“Injunction”) of a issued by any court or agency of competent jurisdiction which enjoins or prohibits other legal restraint or prohibition (an "Injunction") preventing the consummation of the Acquisition or any of the other transactions contemplated hereby, and no proceeding initiated by a governmental agency or similar authority seeking an Injunction this Agreement shall be threatened; provided, that if such an Injunction is in effect or any proceeding is commenced or threatened pursuant to which an Injunction is sought, the Parties shall cooperate and use reasonable best efforts expeditiously to remove the impediment prohibiting the Closing of the Acquisition. (c) effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority Governmental Entity which prohibits prohibits, restricts or makes illegal the consummation of the Acquisition. The obligations of the Company to consummate the Acquisition shall be subject to the satisfaction on or prior to the Closing Date of each of the following additional conditions unless waived by the Company pursuant to Section 8.3 hereof: (a) The obligations of Buyer required to be performed by the Buyer at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects and the representations and warranties of Buyer 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 made on and as of the Closing Date (except for any representation or warranty which speaks as of an earlier date), and the Company shall have received a certificate of an executive officer of Buyer to such effect, provided, however, that nothing contained in this Section 6.2(a) shall be deemed to preclude, or otherwise limit, the right of the Company to be indemnified for any breach of a representation or warranty by Buyer in accordance with the provisions of Article VII hereof; and (c) None of the Requisite Regulatory Approvals shall contain a condition or requirement relating to the Company or any of the Company's Affiliates which would or would reasonably be expected to so materially adversely impact the economic or business benefits of the transaction contemplated hereby so as to render inadvisable, in the reasonable good faith judgement of the Board of Directors of the Company, the consummation of such transactions.

Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each Party party to consummate the Acquisition shall be subject to the satisfaction at on or prior to the Closing Date of the following conditions: (a) All regulatory approvals of Governmental Entities required to be obtained in connection with the transactions contemplated by this Agreement shall have been obtained on terms reasonably satisfactory to the Parties heretoobtained, all notices required to be filed with any governmental agency Governmental Entity in connection with and prior to the consummation of the transactions contemplated by this Agreement shall have been filed, all such regulatory approvals shall be in full force and effect, and all notice periods and waiting periods required by law or regulation in respect thereof or otherwise applicable to the transactions contemplated by this Agreement shall have expired or been terminated (all such approvals and no adverse action shall have been taken or threatened with respect theretothe expiration of all such waiting periods being referred to herein as the "Requisite Regulatory Approvals"). (b) Neither the Seller nor Buyer shall be subject to any No order, injunction or decree or injunction (“Injunction”) of a issued by any court or agency of competent jurisdiction which enjoins or prohibits other 122 123 legal restraint or prohibition (an "Injunction") preventing the consummation of the Acquisition or any of the other transactions contemplated hereby, and no proceeding initiated by a governmental agency or similar authority seeking an Injunction this Agreement shall be threatened; provided, that if such an Injunction is in effect or any proceeding is commenced or threatened pursuant to which an Injunction is sought, the Parties shall cooperate and use reasonable best efforts expeditiously to remove the impediment prohibiting the Closing of the Acquisition. (c) effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority Governmental Entity which prohibits prohibits, restricts or makes illegal the consummation of the Acquisition.

Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each Party of the parties hereto to consummate the Acquisition transactions contemplated hereby shall be subject to the satisfaction at on or prior to the Closing Date of the following conditions: (a) All regulatory approvals and orders of Governmental Entities (including without limitation the approvals of the Banking Department and the Section 154 Order) required to be obtained in connection with the transactions contemplated by this Agreement shall have been obtained on terms reasonably satisfactory to the Parties heretoobtained, all notices required to be filed with any governmental agency Governmental Entity in connection with the transactions contemplated by this Agreement shall have been filed, all such regulatory approvals shall be in full force and effect, and all notice periods and waiting periods required by law or regulation in respect thereof or otherwise applicable to the transactions contemplated by this Agreement shall have expired or been terminated (all such approvals and no adverse action shall have been taken or threatened with respect theretothe expiration of all such waiting periods being referred to herein as the "Requisite Regulatory Approvals"). (b) Neither the Seller nor Buyer shall be subject to any No order, injunction or decree or injunction (“Injunction”) of a issued by any court or agency of competent jurisdiction which enjoins or prohibits other legal restraint or prohibition (an "Injunction") preventing the consummation of the Merger or any of the other transactions contemplated hereby, and no proceeding initiated by a governmental agency or similar authority seeking an Injunction this Agreement shall be threatened; provided, that if such an Injunction is in effect or any proceeding is commenced or threatened pursuant to which an Injunction is sought, the Parties shall cooperate and use reasonable best efforts expeditiously to remove the impediment prohibiting the Closing of the Acquisition. (c) effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits or makes illegal Governmental Entity that prevents the consummation of the AcquisitionMerger or the transaction contemplated hereby.