Common use of Defaults and Conflicts Clause in Contracts

Defaults and Conflicts. Neither Holding Company, Savings Institution or any other Subsidiary is or immediately prior to the Effective Time will be in conflict with or default under its Certificate of Incorporation (or similar organizational document) or Bylaws, or in default under any indenture or under any material agreement or other material instrument to which it is a party or by which it or any of its properties is bound or to which it is subject. Subject to the receipt of all consents and approvals contemplated by this Agreement, neither the execution and delivery of this Agreement, the consummation of the Transaction nor the fulfillment of and compliance with the terms and provisions hereof, will (i) violate any judicial, administrative or arbitral order, writ, award, judgment, injunction or decree involving Holding Company, Savings Institution or any other Subsidiary, (ii) conflict with the terms, conditions or provisions of the charter or Bylaws of Holding Company, Savings Institution or any other Subsidiary, (iii) conflict with, result in a breach of, constitute a default under or accelerate or permit the acceleration of the performance required by, any indenture or any agreement or other instrument to which Holding Company, Savings Institution or any other Subsidiary is a party or by which Holding Company, Savings Institution or any other Subsidiary is bound, (iv) result in the creation of any lien, charge or encumbrance upon any of the assets of Holding Company, Savings Institution or any other Subsidiary under any such agreement or instrument, or (v) terminate or give any party thereto the right to terminate any such indenture, agreement or instrument, except with respect to (iii) or (iv) above, such as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Holding Company and its Subsidiaries, taken as a whole, and which could not reasonably be expected to jeopardize or delay consummation of the Transaction. Except as disclosed in Schedule 2(h) hereto, no consent of any third party to any indenture or any material agreement or other material instrument to which Holding Company, Savings Institution or any other Subsidiary is a party is required in connection with the Transaction. Holding Company agrees that prior to the Effective Time it will use its best efforts to obtain all required consents to the Transaction of parties to any such indenture, agreement, or other instrument which is material to the business of Holding Company and its Subsidiaries taken as a whole.

Defaults and Conflicts. Neither Holding CompanySeller nor any of the Subject ---------------------- Entities is, Savings Institution or any other Subsidiary is or immediately prior to the Effective Time Closing will be be, in conflict with or default under its Certificate articles or certificate of Incorporation incorporation or by-laws (or similar organizational document) or Bylawscomparable constituent instruments), or in default under any indenture or under any material agreement or other material instrument to which it is a party or by which it or any of its properties is bound or to which it is subject, which default would have a Company Material Adverse Effect. Subject to the receipt of all consents and approvals contemplated by this Agreement, neither the execution and delivery of this Agreement, the consummation of the Transaction nor transactions contemplated hereby or the fulfillment of and compliance with the terms and provisions hereofhereof or thereof, will (i) violate any judicial, administrative or arbitral order, writ, award, judgment, injunction or decree involving Holding Company, Savings Institution Seller or any other Subsidiaryof the Subject Entities, (ii) conflict with the terms, conditions or provisions of the charter certificate or Bylaws articles of Holding Company, Savings Institution incorporation or by-laws (or comparable constituent instruments) of Seller or any other Subsidiaryof the Subject Entities, (iii) conflict with, result in a breach of, constitute a default under or accelerate or permit the acceleration of the performance required by, any indenture or any indenture, agreement or other instrument that is material to the business of any Subject Entity and to which Holding Company, Savings Institution Seller or any other Subsidiary of the Subject Entities is a party or by which Holding Company, Savings Institution or any other Subsidiary of them is boundbound (a "Material Agreement"), (iv) result in the creation of any lien, charge or encumbrance upon any of the assets of Holding Company, Savings Institution or any other Subsidiary of the Subject Entities under any such agreement or instrumentMaterial Agreement, or (v) terminate or give any party thereto the right to terminate any such indenture, agreement or instrumentMaterial Agreement, except with respect to (iii) for any such violation, conflict, breach, default, lien, charge, encumbrance, termination or (iv) above, such as individually or in the aggregate could other item which would not reasonably be expected to have a Company Material Adverse Effect on the Holding Company and its Subsidiaries, taken as a whole, and which could not reasonably be expected to jeopardize or delay consummation of the TransactionEffect. Except as disclosed in Schedule 2(h) heretoSection 2.07 of the Seller Schedule, no consent of any third party to any indenture or any material agreement or other material instrument to which Holding Company, Savings Institution or any other Subsidiary is a party Material Agreement is required in connection with this Agreement and the Transaction. Holding Company agrees that prior to the Effective Time it will use its best efforts to obtain all required consents to the Transaction of parties to any such indenture, agreement, or other instrument which is material to the business of Holding Company and its Subsidiaries taken as a wholetransactions contemplated hereby.

Defaults and Conflicts. Neither Except as set forth on Schedule 2(h), neither Holding Company, Savings Institution or any other Subsidiary is or immediately prior to the Effective Time will be in conflict with or default under its Certificate of Incorporation (or similar organizational document) or Bylaws, or in default under any indenture or under any material agreement or other material instrument to which it is a party or by which it or any of its properties is bound or to which it is subject. Subject to the receipt of all consents and approvals contemplated by this Agreement, neither the execution and delivery of this Agreement, the consummation of the Transaction nor the fulfillment of and compliance with the terms and provisions hereof, will (i) violate any judicial, administrative or arbitral order, writ, award, judgment, injunction or decree involving Holding Company, Savings Institution or any other Subsidiary, (ii) conflict with the terms, conditions or provisions of the charter or Bylaws of Holding Company, Savings Institution or any other Subsidiary, (iii) conflict with, result in a breach of, constitute a default under or accelerate or permit the acceleration of the performance required by, any indenture or any agreement or other instrument to which Holding Company, Savings Institution or any other Subsidiary is a party or by which Holding Company, Savings Institution or any other Subsidiary is bound, (iv) result in the creation of any lien, charge or encumbrance upon any of the assets of Holding Company, Savings Institution or any other Subsidiary under any such agreement or instrument, or (v) terminate or give any party thereto the right to terminate any such indenture, agreement or instrument, except with respect to (iii) or (iv) above, such as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Holding Company and its Subsidiaries, taken as a whole, and which could not reasonably be expected to jeopardize or delay consummation of the Transaction. Except as disclosed in Schedule 2(h) hereto, no consent of any third party to any indenture or any material agreement or other material instrument to which Holding Company, Savings Institution or any other Subsidiary is a party is required in connection with the Transaction. Holding Company agrees that prior to the Effective Time it will use its best efforts to obtain all required consents to the Transaction of parties to any such indenture, agreement, or other instrument which that is material to the business of Holding Company and its Subsidiaries taken as a whole.

Defaults and Conflicts. Neither Holding CompanySeller nor any of the Subject Entities is, Savings Institution or any other Subsidiary is or immediately prior to the Effective Time Closing will be be, in conflict with or default under its Certificate articles or certificate of Incorporation incorporation or by-laws (or similar organizational document) or Bylawscomparable constituent instruments), or in default under any indenture or under any material agreement or other material instrument to which it is a party or by which it or any of its properties is bound or to which it is subject, which default would have a Company Material Adverse Effect. Subject to the receipt of all consents and approvals contemplated by this Agreement, neither the execution and delivery of this Agreement, the consummation of the Transaction nor transactions contemplated hereby or the fulfillment of and compliance with the terms and provisions hereofhereof or thereof, will (i) violate any judicial, administrative or arbitral order, writ, award, judgment, injunction or decree involving Holding Company, Savings Institution Seller or any other Subsidiaryof the Subject Entities, (ii) conflict with the terms, conditions or provisions of the charter certificate or Bylaws articles of Holding Company, Savings Institution incorporation or by-laws (or comparable constituent instruments) of Seller or any other Subsidiaryof the Subject Entities, (iii) conflict with, result in a breach of, constitute a default under or accelerate or permit the acceleration of the performance required by, any indenture or any indenture, agreement or other instrument that is material to the business of any Subject Entity and to which Holding Company, Savings Institution Seller or any other Subsidiary of the Subject Entities is a party or by which Holding Company, Savings Institution or any other Subsidiary of them is boundbound (a "Material Agreement"), (iv) result in the creation of any lien, charge or encumbrance upon any of the assets of Holding Company, Savings Institution or any other Subsidiary of the Subject Entities under any such agreement or instrumentMaterial Agreement, or (v) terminate or give any party thereto the right to terminate any such indenture, agreement or instrumentMaterial Agreement, except with respect to (iii) for any such violation, conflict, breach, default, lien, charge, encumbrance, termination or (iv) above, such as individually or in the aggregate could other item which would not reasonably be expected to have a Company Material Adverse Effect on the Holding Company and its Subsidiaries, taken as a whole, and which could not reasonably be expected to jeopardize or delay consummation of the TransactionEffect. Except as disclosed in Schedule 2(h) heretoSection 2.07 of the Seller Schedule, no consent of any third party to any indenture or any material agreement or other material instrument to which Holding Company, Savings Institution or any other Subsidiary is a party Material Agreement is required in connection with this Agreement and the Transaction. Holding Company agrees that prior to the Effective Time it will use its best efforts to obtain all required consents to the Transaction of parties to any such indenture, agreement, or other instrument which is material to the business of Holding Company and its Subsidiaries taken as a wholetransactions contemplated hereby.