Common use of Conditions to the Obligations of Seller and Seller Sub Clause in Contracts

Conditions to the Obligations of Seller and Seller Sub. The obligations of Seller and Seller Sub under this Agreement shall be subject to the satisfaction, or written waiver by Seller and/or Seller Sub, as applicable, prior to the Closing Date, of each of the following conditions precedent: (a) The representations and warranties of Buyer and Buyer Sub 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 those representations and warranties that by their terms speak as of a specific date shall be true and correct as of such date (except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect); and Seller and Seller Sub shall have received a certificate, dated the Closing Date, signed on behalf of Buyer and Buyer Sub, without personal liability, by their respective chief executive officers and chief financial officers to such effect. (b) Each of Buyer and Buyer Sub 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 Seller and Seller Sub shall have received a certificate, dated the Closing Date, signed, without personal liability, on behalf of Buyer and Buyer Sub by their respective chief executive officers and chief financial officers to such effect. (c) Seller shall have requested and received the written opinion of Xxxxx Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC, counsel to Seller (“Seller’s Counsel”), dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger and the Bank Merger will each be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code. In rendering its opinion, Seller’s Counsel will require and rely upon customary certificates and representations contained in letters from Buyer and Seller and officers of each that counsel to Seller reasonably deems relevant. Such certificates and representations shall be delivered at such time or times as may be requested including the effective date of the Registration Statement and the Effective Time. (d) Seller shall have received evidence reasonably satisfactory to Seller that the conditions set forth in Sections 8.03(d), 8.03(e), and 8.03(f) of this Agreement have been satisfied.

Conditions to the Obligations of Seller and Seller Sub. The obligations of Seller and Seller Sub under this Agreement shall be subject to the satisfaction, or written waiver by Seller and/or Seller Sub, as applicable, prior to the Closing Date, of each of the following conditions precedent: (a) The representations and warranties of Buyer and Buyer Sub 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 those representations and warranties that which by their terms speak as of a specific date shall be true and correct as of such date (except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect); and Seller and Seller Sub shall have received a certificate, dated the Closing Date, signed on behalf of Buyer and Buyer Sub, without personal liability, Sub by their respective Buyer’s chief executive officers officer and chief financial officers officer to such effect. (b) Each of Buyer and Buyer Sub 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 related to the Closing, and Seller and Seller Sub shall have received a certificate, dated the Closing Date, signed, without personal liability, signed on behalf of Buyer and Buyer Sub by their respective Buyer’s chief executive officers officer and chief financial officers officer to such effect. (c) Seller shall have requested and received the written opinion of Xxxxx DonelsonSilver, BearmanXxxxxxxx, Xxxxxxxx Xxxx & Xxxxxxxxx, PCXxxxxxx LLP, counsel to Seller (“Seller’s Counsel”), dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger and the Bank Merger will each be treated for federal Federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code. In rendering its opinion, Seller’s Counsel will require and rely upon customary certificates and representations contained in letters from Buyer and Seller and officers of each that counsel to Seller reasonably deems relevant. Such certificates and representations shall be delivered at such time or times as may be requested including the effective date of the Registration Statement registration statement and the Effective Time. (d) Seller shall have received evidence reasonably satisfactory to Seller that the conditions set forth in Sections 8.03(d), 8.03(e), and 8.03(f) of this Agreement have been satisfied.

Conditions to the Obligations of Seller and Seller Sub. The obligations of Seller and Seller Sub under this Agreement shall be subject to the satisfaction, or written waiver by Seller and/or Seller Sub, as applicable, prior to the Closing Date, of each of the following conditions precedent: (a) The representations and warranties of Buyer and Buyer Sub 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 those representations and warranties that which by their terms speak as of a specific date shall be true and correct as of such date (except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect); and Seller and Seller Sub shall have received a certificate, dated the Closing Date, signed on behalf of Buyer and Buyer Sub, without personal liability, Sub by their respective Buyer’s chief executive officers officer and chief financial officers officer to such effect. (b) Each of Buyer and Buyer Sub 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 related to the Closing, and Seller and Seller Sub shall have received a certificate, dated the Closing Date, signed, without personal liability, signed on behalf of Buyer and Buyer Sub by their respective Buyer’s chief executive officers officer and chief financial officers officer to such effect. (c) Seller shall have requested and received the written opinion of Xxxxx Donelson, Bearman, Xxxxxxxx Spidi & XxxxxxxxxXxxxx, PC, counsel to Seller (“Seller’s Counsel”), dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger and the Bank Merger will each be treated for federal Federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code. In rendering its opinion, Seller’s Counsel will require and rely upon customary certificates and representations contained in letters from Buyer and Seller and officers of each that counsel to Seller reasonably deems relevant. Such certificates and representations shall be delivered at such time or times as may be requested including the effective date of the Registration Statement registration statement and the Effective Time. (d) Seller shall have received evidence reasonably satisfactory to Seller that a certificate from the conditions set forth in Sections 8.03(d), 8.03(e), and 8.03(f) Exchange Agent acknowledging its receipt of this Agreement have been satisfiedthe Exchange Fund.

Conditions to the Obligations of Seller and Seller Sub. The obligations of Seller and Seller Sub under this Agreement shall be subject to the satisfaction, or written waiver by Seller and/or Seller Sub, as applicable, prior to the Closing Date, of each of the following conditions precedent: (a) The representations and warranties of Buyer and Buyer Sub 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 those representations and warranties that by their terms speak as of a specific date shall be true and correct as of such date (except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect); and Seller and Seller Sub shall have received a certificate, dated the Closing Date, signed on behalf of Buyer and Buyer Sub, without personal liability, Sub by their respective Buyer’s chief executive officers officer and chief financial officers officer to such effect. (b) Each of Buyer and Buyer Sub 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 related to the Closing, and Seller and Seller Sub shall have received a certificate, dated the Closing Date, signed, without personal liability, signed on behalf of Buyer and Buyer Sub by their respective Buyer’s chief executive officers officer and chief financial officers officer to such effect. (c) Seller shall have requested and received the written opinion of Xxxxx Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PCXxxxxx Xxxx LLP, counsel to Seller (“Seller’s Counsel”), dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger and the Bank Merger will each be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code. In rendering its opinion, Seller’s Counsel will require and rely upon customary certificates and representations contained in letters from Buyer and Seller and officers of each that counsel to Seller reasonably deems relevant. Such certificates and representations shall be delivered at such time or times as may be requested including the effective date of the Registration Statement and the Effective Time. (d) Seller shall have received evidence reasonably satisfactory to Seller that the conditions set forth in Sections 8.03(d), 8.03(e), and 8.03(f) of this Agreement have been satisfied.

Conditions to the Obligations of Seller and Seller Sub. The obligations of Seller and Seller Sub under this Agreement shall be subject to the satisfaction, or written waiver by Seller and/or Seller Sub, as applicable, prior to the Closing Date, of each of the following conditions precedent: (a) The representations and warranties of Buyer and Buyer Sub 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 those representations and warranties that which by their terms speak as of a specific date shall be true and correct as of such date (except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect); and Seller and Seller Sub shall have received a certificate, dated the Closing Date, signed on behalf of Buyer and Buyer Sub, without personal liability, Sub by their respective Buyer’s chief executive officers officer and chief financial officers officer to such effect. (b) Each of Buyer and Buyer Sub 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 related to the Closing, and Seller and Seller Sub shall have received a certificate, dated the Closing Date, signed, without personal liability, signed on behalf of Buyer and Buyer Sub by their respective Buyer’s chief executive officers officer and chief financial officers officer to such effect. (c) Seller shall have requested and received the written opinion of Xxxxx Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PCXxxxx Xxxx LLC, counsel to Seller (“Seller’s Counsel”), dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger and the Bank Merger will each be treated for federal Federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code. In rendering its opinion, Seller’s Counsel will require and rely upon customary certificates and representations contained in letters from Buyer and Seller and officers of each that counsel to Seller reasonably deems relevant. Such certificates and representations shall be delivered at such time or times as may be requested including the effective date of the Registration Statement registration statement and the Effective Time. (d) Seller shall have received evidence reasonably satisfactory to Seller that the conditions set forth in Sections 8.03(d), 8.03(e), and 8.03(f) of this Agreement have been satisfied.

Conditions to the Obligations of Seller and Seller Sub. The obligations of Seller and Seller Sub under this Agreement shall be subject to the satisfaction, or written waiver by Seller and/or Seller Sub, as applicable, prior to the Closing Date, of each of the following conditions precedent: (a) The representations and warranties of Buyer and Buyer Sub 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 those representations and warranties that by their terms speak as of a specific date shall be true and correct as of such date (except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect); and Seller and Seller Sub shall have received a certificate, dated the Closing Date, signed on behalf of Buyer and Buyer Sub, without personal liability, Sub by their respective Buyer’s chief executive officers officer and chief financial officers officer to such effect. (b) Each of Buyer and Buyer Sub 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 related to the Closing, and Seller and Seller Sub shall have received a certificate, dated the Closing Date, signed, without personal liability, signed on behalf of Buyer and Buyer Sub by their respective Buyer’s chief executive officers officer and chief financial officers officer to such effect. (c) Seller shall have requested and received the written opinion of Squire Xxxxxx Xxxxx Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC(US) LLP, counsel to Seller (“Seller’s Counsel”), dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger and the Bank Merger will each be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code. In rendering its opinion, Seller’s Counsel will require and rely upon customary certificates and representations contained in letters from Buyer and Seller and officers of each that counsel to Seller reasonably deems relevant. Such certificates and representations shall be delivered at such time or times as may be requested including the effective date of the Registration Statement and the Effective Time. (d) Seller shall have received evidence reasonably satisfactory to Seller that the conditions set forth in Sections 8.03(d), 8.03(e), and 8.03(f) of this Agreement have been satisfied.

Conditions to the Obligations of Seller and Seller Sub. The obligations of Seller and Seller Sub under this Agreement shall be subject to the satisfaction, or written waiver by Seller and/or Seller Sub, as applicable, prior to the Closing Date, of each of the following conditions precedent: (a) The representations and warranties of Buyer and Buyer Sub 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, Date (except that those representations and warranties that by their terms speak as of a specific date shall be true and correct as of such date (date) except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect); . Xxxxx and Seller and Seller Xxxxx Sub shall have received a certificate, dated the Closing Date, signed on behalf of Buyer Xxxxx and Buyer Xxxxx Sub, without personal liability, by their respective chief executive officers and chief financial officers officers, to such effect. (b) Each of Buyer and Buyer Sub 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 related to the Closing, and Seller and Seller Sub shall have received a certificate, dated the Closing Date, signed, without personal liability, signed on behalf of Buyer Xxxxx and Buyer Sub by their respective Xxxxx’s chief executive officers officer and chief financial officers officer to such effect. (c) Seller shall have requested and received the written opinion of Xxxxxx Xxxxxxx Xxxxx Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PCXxxxxxxxxxx LLP, counsel to Seller (“Seller’s Counsel”), dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger and the Bank Merger will each be treated for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code. In rendering its opinion, Seller’s Counsel will require and rely upon customary certificates and representations contained in letters from Buyer and Seller and officers of each that counsel to Seller reasonably deems relevant. Such certificates and representations shall be delivered at such time or times as may be requested including the effective date of the Registration Statement and the Effective Time. (dx) Seller Xxxxx and Buyer Sub shall have received evidence reasonably satisfactory to Seller that entered into a consulting agreement with Xxxxxx X. Xxxxxxx (the conditions “Consulting Agreement”), effective at and conditioned upon the occurrence of the Effective Time with the terms as set forth in Sections 8.03(don the Seller Disclosure Schedule 8.01(e), 8.03(e), and 8.03(f) of this Agreement have been satisfied.