Common use of Efforts to Consummate; Further Assurances Clause in Contracts

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use commercially reasonable efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Closing. (b) From time to time following the Closing, at Purchaser’s request and at Purchaser’s expense, Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer and take such other action as in the exercise of reasonable judgment shall be necessary or appropriate to vest in Purchaser the full legal and equitable title to the Assets and Assumed Liabilities or to consummate the transactions contemplated by this Agreement. (c) Subject to Section 4.3, on and after the Closing Date, each party will promptly deliver to the other, at such other party’s expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Assets transferred on the Closing Date, including that portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing. (d) Prior to the Closing Date, each of the parties hereto shall promptly advise the other party of any change or event that, individually or in the aggregate, would reasonably be expected to cause or constitute a breach in any material respect of any of its representations, warranties or covenants contained herein.

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use commercially reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Closing. (b) From time to time following the Closing, at Purchaser’s request and at Purchaser’s sole expense, Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and acknowledgments, other instruments of conveyance and transfer and take such other action and/or a limited power of attorney to effect the same, as in the exercise of reasonable judgment shall be necessary or appropriate to vest in Purchaser the full legal and equitable title to the Assets and the Assumed Liabilities Liabilities. Purchaser shall be responsible for filing or recording, as applicable, any and all assignments or instruments evidencing the transfer of the Loans, Loan Documents and any liens on collateral securing the same from Seller to consummate the transactions contemplated by this AgreementPurchaser. (c) Subject to Section 4.3, on and after the Closing Date, each party will shall promptly deliver to the other, at such other party’s expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Assets transferred on the Closing Date, including that portion of any IRS “B” tapes that relates relate to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing. (d) Prior This Agreement shall not constitute an assignment or attempted assignment (partial or otherwise) of the FDIC Purchase Agreement. If requested by Seller in its reasonable discretion, Purchaser shall exercise commercially reasonable efforts to cooperate with Seller in the satisfaction of Seller’s obligations under the FDIC Agreement, including, but not limited to, providing Seller with all tax information, data, records and other reasonably requested information necessary for Seller to satisfy its obligations under the FDIC Purchase Agreement in connection with The First State Bank Assets and Assumed Liabilities. Further, if requested by Purchaser in its reasonable discretion, Seller shall exercise commercially reasonable efforts to provide Purchaser (to the Closing Date, each extent permitted by applicable law and not in breach or violation of the parties hereto shall promptly advise terms of the other party FDIC Purchase Agreement) with the benefits of the FDIC Purchase Agreement in connection with The First State Bank Assets and Assumed Liabilities, including sub-contracting, sub-licensing, occupancy and/or use agreements or sub-leasing to Purchaser and enforcement by Seller for the benefit of Purchaser of any change and all rights of Seller against a third party thereto. For the avoidance of doubt, Seller makes no representations or event thatwarranties and provides no guarantees with respect to the FDIC’s interpretation or performance of the FDIC Purchase Agreement, individually and Seller shall not be required to incur any out-of-pocket cost in connection with obtaining or in pursuing the aggregate, would reasonably benefits of the FDIC Purchase Agreement. Seller shall not be expected obligated to cause or constitute a breach in convey any material respect benefits under the FDIC Purchase Agreement unless such benefit is actually received by Seller from the FDIC. This Section 7.5(d) shall survive the Closing until the termination of any of its representations, warranties or covenants contained hereinthe FDIC Purchase Agreement.

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use commercially reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the ClosingClosing set forth in Article 9 of this Agreement. (b) From time to time following the Closing, at Purchaser’s request and at Purchaser’s expenserequest, Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer and take such other action as in the exercise of reasonable judgment shall be reasonably necessary or appropriate to vest in Purchaser the full legal and equitable title to the Assets Assets. From time to time following the Closing, at Seller’s request and Assumed Liabilities expense, Purchaser will duly execute and deliver such documents and other instruments as shall be reasonably necessary or appropriate to consummate relieve and discharge Seller from its obligations with respect to the transactions contemplated by this AgreementLiabilities. (c) Subject to Section 4.3, on and after the Closing Date, each party will promptly deliver to the other, at such other party’s expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Branches, Deposits or the Assets transferred on the Closing Date, including including, but not limited to, that portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing. (d) Prior The costs incurred by a party in performing its obligations to the Closing Date, each of other (x) under Sections 7.5(a) and (c) shall be borne by the parties hereto initial recipient and (y) otherwise under this Section 7.5 shall promptly advise the other party of any change or event that, individually or in the aggregate, would reasonably be expected to cause or constitute a breach in any material respect of any of its representations, warranties or covenants contained hereinborne by Purchaser.

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use commercially reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Initial Closing. , the Subsequent Closing and the Closing. (b) From time to time following the Closing, at Purchaser’s request and at Purchaser’s expense, Seller will duly execute and deliver such assignments, bills Initial Closing (in respect of sale, deeds, acknowledgments and other instruments of conveyance and transfer and take such other action as in the exercise of reasonable judgment shall be necessary or appropriate to vest in Purchaser the full legal and equitable title to the Initial Closing Assets and Initial Closing Assumed Liabilities or to consummate Liabilities) and the transactions contemplated by this Agreement.Subsequent Closing (in respect (c) Subject to Section 4.3, on and after the Initial Closing Date, the Subsequent Closing Date and the Closing Date, or, if later than the date of purchase pursuant to Section 7.8 the cessation of servicing of a Loan by Seller, as and to the extent applicable, each party will promptly deliver to the other, at such other party’s expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A TransactionTransactions; and without limitation of the foregoing, on and after the Initial Closing Date, the Subsequent Closing Date and the Closing Date or date of cessation of servicing of a Loan by Seller, as applicable, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Assets transferred on the Initial Closing Date, the Subsequent Closing Date, the Closing Date, or date of cessation of servicing of a Loan by Seller, as applicable, including that portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing. . (d) Prior to the Closing Date, each of Seller shall provide notice to Purchaser to the parties hereto shall promptly advise the other party extent that Seller has knowledge of any change facts or event thatcircumstances that exist that would provide for a basis for termination of any Branch Employee under existing personnel policies and practices of Seller then in effect. (e) Seller shall cooperate with Purchaser (including, individually or as applicable, by entering into a triparty agreement in form and substance reasonably satisfactory to Purchaser among Purchaser, Seller and FHLB) to effect the aggregate, would reasonably be expected to cause or constitute a breach release of any Encumbrances in any material respect of any of its representationsLoans not later than the Initial Closing (with respect to the Initial Closing Loans), warranties or covenants contained hereinthe Subsequent Closing (with respect to the Subsequent Closing Loans) and the Closing (with respect to all other Loans).

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use commercially reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Closing. (b) From time to time following the Closing, at Purchaser’s request and at Purchaser’s expense's request, Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer and take such other action as in the exercise of reasonable judgment shall be necessary or appropriate to vest in Purchaser the full legal and equitable title to the Purchased Assets and Assumed Liabilities or to consummate the transactions as contemplated by this Agreement. (c) Subject to Section 4.3, on and after the Closing Date, each party will promptly deliver to the other, at such other party’s expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction; , and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Purchased Assets transferred on the Closing Date, including that portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing. (d) Prior to the Closing Date, each of the parties hereto shall promptly advise the other party of any change or event that, individually or in the aggregate, would reasonably be expected to cause or constitute a breach in any material respect of any of its representations, warranties or covenants contained herein; provided, however, that a failure to comply with this Section 7.5(d) shall not be the basis for any assertion that any condition to any obligation of any party hereto to consummate the transactions contemplated by this Agreement has not been satisfied or that any right to terminate this Agreement has arisen, unless the underlying breach contemplated hereby independent gives rise to such failure of satisfaction or right.

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use commercially reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Closing. (b) From time to time following and after the Closing, at Purchaser’s request consistent with the terms and at Purchaser’s expenseconditions hereof, Seller will duly execute and Purchaser shall and shall cause each of their respective Subsidiaries to, and shall use reasonable best efforts to cause their Affiliates to, promptly execute, acknowledge and deliver such assignmentsinstruments, bills of sale, deeds, acknowledgments certificates and other instruments of conveyance documents and transfer and to take such other action actions as a party may reasonably require in the exercise of reasonable judgment shall be necessary or appropriate order to vest in Purchaser the full legal and equitable title to the Assets and Assumed Liabilities or to consummate effect the transactions contemplated hereby, including, without limitation, the Retained Assets Contribution and Assumption. Following the Closing, the parties shall cooperate with one another to prepare and file all documents and forms and amendments thereto as may be required by this AgreementApplicable Law with respect to the transactions contemplated hereby. (c) Subject to Section 4.3, on On and after the Closing Date, each party will promptly deliver to the other, at such other party’s expense, expense all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transactiontransactions contemplated by this Agreement, including the purchase and sale of the Shares and the Retained Assets Contribution and Assumption; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward to Purchaser any mail, communications or other material relating to the Deposits business and operations of Bank (other than those items which relate to the Retained Assets and Retained Assets Liabilities) and Purchaser shall promptly forward to Seller any mail communication or other material relating to the Retained Assets transferred on the Closing Dateor Retained Assets Liabilities which are delivered to Bank or Purchaser. In addition, including that portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified payments received by Purchaser in writingor Bank, which relate to the Retained Assets shall promptly be paid to Seller after Purchaser’s or Bank’s receipt thereof. (d) Prior to the Closing Date, each of the parties hereto shall promptly advise the other party of any change or event that, individually or in the aggregate, would reasonably be expected to cause or constitute a breach in any material respect of any of its representations, warranties or covenants contained herein.

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use commercially reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Closing. Purchaser shall use reasonable best efforts to obtain each Regulatory Approval as promptly as reasonably practicable and to the extent best possible in order to permit the Closing to occur not later than the dates which give the parties the right to terminate this Agreement pursuant to Section 10.1(c) of this Agreement. (b) From time to time following the Closing, at Purchaser’s request and at Purchaser’s expense, Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer and take such other action as Purchaser reasonably requests in the exercise of reasonable judgment shall be necessary or appropriate order to vest in Purchaser the full legal and equitable title to the Assets and Assumed Liabilities or to consummate the transactions contemplated by this AgreementAcquired Assets. (c) Subject to Section 4.3, on On and after the Closing Date, each party will promptly deliver to the other, at such other party’s expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Acquired Assets transferred on the Closing Date, including including, but not limited to, that portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing. (d. The costs incurred by a party in performing its obligations under this Section 7.5(c) Prior to shall be borne by the Closing Date, each of the parties hereto shall promptly advise the other party initial recipient of any change such mail, communications or event that, individually or in the aggregate, would reasonably be expected to cause or constitute a breach in any material respect of any of its representations, warranties or covenants contained hereinother material.

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller The parties agree to use commercially reasonable efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Closing. (b) From time to time following the Closing, at Purchaser’s request and at Purchaser’s expense, HoldCo and Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer and take such other action as in the exercise of reasonable judgment shall be necessary or appropriate to vest in Purchaser the full legal and equitable title to the Assets Assets, the Real Property, and Assumed Liabilities or to consummate the transactions contemplated by this Agreement. (c) Subject to Section 4.3, on and after the Closing Date, each party will promptly deliver to the other, at such other party’s expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Assets transferred on the Closing Date, including that portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing. (d) Prior to the Closing Date, each of the parties hereto shall promptly advise the other party of any change or event occurring after the date hereof that, individually or in the aggregate, would reasonably be expected to cause or constitute a breach in any material respect of any of its representations, warranties or covenants contained hereinherein (each a “Disclosure Supplement”). Within ten (10) Business Days after receipt of a Disclosure Supplement related to a fact or circumstance which has resulted or would reasonably be expected to result in a Material Adverse Effect, the party receiving such update may terminate this Agreement by providing written notice to the other party. With respect to a Disclosure Supplement related to a fact or circumstance which has not resulted or would not reasonably be expected to result in a Material Adverse Effect, or if such party does not elect to terminate this Agreement within such five (5) Business Days upon receipt of a Disclosure Supplement related to a fact or circumstance which has resulted or would reasonably be expected to result in a Material Adverse Effect, then notwithstanding anything herein to the contrary, such party (together with its agents, representatives and Affiliates) shall have irrevocably waived its right to indemnification under this Agreement with respect to the matters set forth in such Disclosure Supplement and to assert any claim or commence any action against such party (or its agents, representatives or Affiliates) with respect to the matters set forth in any such Disclosure Supplement.

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use commercially reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Closing. (b) From time to time following the Closing, at Purchaser’s request and at Purchaser’s sole expense, Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer and take such other action as in the exercise of reasonable judgment shall be necessary or appropriate to vest in Purchaser the full legal and equitable title to the Assets and the Assumed Liabilities or to consummate the transactions contemplated by this AgreementLiabilities. (c) Subject to Section 4.35.3, on and after the Closing Date, each party will promptly deliver to the other, at such other party’s expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Assets transferred on the Closing Date, including that portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing. (d) Purchaser hereby gives Seller further assurances that in the event that, following the Closing Date, Purchaser receives or otherwise possesses any asset or liability of Seller that the parties reasonably agree is not an Asset or an Assumed Liability, Purchaser shall promptly execute, acknowledge and deliver all such instruments as may be reasonably necessary to effectively vest in Seller title to such asset or liability, as is reasonably agreed to by each party; provided that, for the avoidance of doubt, the terms of this Section 8.5(d) are not intended to limit or otherwise modify in any way the parties’ rights and obligations under this Agreement. Purchaser agrees that it shall not transfer, assign, extend, renew or amend any Branch Lease unless the landlord under such Branch Lease shall have released Seller from any liability under or relating to such Branch Lease. Notwithstanding the foregoing, Purchaser may exercise any renewal option of any Branch Lease that is solely within the right of the tenant thereunder to exercise and, prior to any such renewal exercise, Purchaser shall use its reasonable best efforts to cause the landlord under such Branch Lease to release Seller from any liability under or relating to such Branch Lease (it being agreed that Purchaser shall not be obligated to incur any monetary obligations or expenditure or to otherwise provide additional security to the landlord in order to obtain such release in connection with such renewal exercise). (e) Seller hereby gives Purchaser further assurances that in the event that, following the Closing Date, Seller possesses any asset or liability of Seller that the parties reasonably agree is an Asset or an Assumed Liability Seller shall, promptly execute, acknowledge and deliver all such instruments as may be reasonably necessary to effectively vest in Purchaser title to such asset or liability, as is reasonably agreed to by each party; provided that, for the avoidance of doubt, the terms of this Section 8.5(e) are not intended to limit or otherwise modify in any way the parties’ rights and obligations under this Agreement. (f) In the event any transfer of an asset or liability of Seller is undertaken pursuant to Section 8.5(d) or Section 8.5(e), the parties shall, as between themselves, treat any such asset or liability as having been or not been transferred, as the case may be, as of the Closing with an appropriate adjustment reflected in the Final Closing Statement as reasonably agreed to by the parties. (g) Prior to the Closing Date, each of Seller shall provide notice to Purchaser to the parties hereto shall promptly advise the other party extent that Seller has knowledge of any change facts or event that, individually or in the aggregate, circumstances that exist that would reasonably be expected to cause or constitute provide for a breach in any material respect basis for termination of any Branch Employee under existing personnel policies and practices of its representations, warranties or covenants contained hereinSeller then in effect.

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use commercially reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Closing. (b) From time to time following the Closing, at Purchaser’s request and at Purchaser’s expenserequest, Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer and take such other action as in the exercise of reasonable judgment shall be necessary or appropriate to vest in Purchaser the full legal and equitable title to the Assets and the Assumed Liabilities or to consummate the transactions contemplated by this AgreementLiabilities. (c) Subject to Section 4.3, on and after the Closing Date, each party will promptly deliver to the other, at such other party’s expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Assets transferred on the Closing Date, including that portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing. (d) Prior to Purchaser hereby gives Seller further assurances that in the Closing Date, each of the parties hereto shall promptly advise the other party of any change or event that, individually following the Closing, Purchaser receives or otherwise possesses any asset or liability of Seller that the parties reasonably agree is not an Assets or an Assumed Liability, Purchaser shall promptly execute, acknowledge and deliver all such instruments as may be reasonably necessary to effectively vest in Seller title to such asset or liability, as is reasonably agreed to by each party; provided, however, that, for the avoidance of doubt, the terms of this Section 7.5(d) are not intended to limit or otherwise modify in any way the parties’ rights and obligations under this Agreement. (e) Seller hereby gives Purchaser further assurances that in the aggregateevent that, would following the Closing, Seller possesses any asset or liability of Seller that the parties reasonably agree is an Asset or an Assumed Liability, Seller shall, promptly execute, acknowledge and deliver all such instruments as may be expected reasonably necessary to cause effectively vest in Purchaser title to such asset or constitute a breach liability, as is reasonably agreed to by each party; provided, however, that, for the avoidance of doubt, the terms of this Section 7.5(e) are not intended to limit or otherwise modify in any material respect way the parties’ rights and obligations under this Agreement. (f) In the event any transfer of an asset or liability of Seller is undertaken pursuant to Section 7.5(d) or Section 7.5(e), the parties shall, as between themselves, treat any such asset or liability as having been or not been transferred, as the case may be, as of its representations, warranties or covenants contained hereinthe Closing with an appropriate adjustment reflected in the Final Closing Statement as reasonably agreed to by the parties.

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use commercially reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the ClosingClosing set forth in Article 9 of this Agreement. (b) From time to time following the Closing, at Purchaser’s request and at Purchaser’s expenserequest, Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer and take such other action as in the exercise of reasonable judgment shall be reasonably necessary or appropriate to vest in Purchaser the full legal and equitable title to the Assets Assets. From time to time following the Closing, at Seller’s request, Purchaser will duly execute and deliver such documents and other instruments as shall be reasonably necessary or appropriate to relieve and discharge Seller from its obligations with respect to the Assumed Liabilities or to consummate the transactions contemplated by this AgreementLiabilities. (c) Subject to Section 4.3, on and after the Closing Date, each party will promptly deliver to the other, at such other party’s expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Branches, Deposits or the Assets transferred on the Closing Date, including including, but not limited to, that portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing. (d) Prior The costs incurred by a party in performing its obligations to the Closing Date, each of other under Sections 7.5(a) and (c) shall be borne by the parties hereto shall promptly advise the other party of any change or event that, individually or in the aggregate, would reasonably be expected to cause or constitute a breach in any material respect of any of its representations, warranties or covenants contained hereininitial recipient.

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use commercially reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Initial Closing, the Subsequent Closing and the Closing. (b) From time to time following the Initial Closing (in respect of Initial Closing Assets and Initial Closing Assumed Liabilities) and the Subsequent Closing (in respect of Subsequent Closing Assets and Subsequent Closing Assumed Liabilities), and from time to time following the Closing, at Purchaser’s 's request and at Purchaser’s sole expense, Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer and take such other action as in the exercise of reasonable judgment shall be necessary or appropriate to vest in Purchaser the full legal and equitable title to the Assets and the Assumed Liabilities or to consummate the transactions contemplated by this AgreementLiabilities. (c) Subject to Section 4.3, on and after the Initial Closing Date, the Subsequent Closing Date and the Closing Date, or, if later than the date of purchase pursuant to Section 7.8 the cessation of servicing of a Loan by Seller, as and to the extent applicable, each party will promptly deliver to the other, at such other party’s 's expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A TransactionTransactions; and without limitation of the foregoing, on and after the Initial Closing Date, the Subsequent Closing Date and the Closing Date or date of cessation of servicing of a Loan by Seller, as applicable, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Assets transferred on the Initial Closing Date, the Subsequent Closing Date, the Closing Date, or date of cessation of servicing of a Loan by Seller, as applicable, including that portion of any IRS “"B” " tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing. (d) Prior to the Closing Date, each of Seller shall provide notice to Purchaser to the parties hereto shall promptly advise the other party extent that Seller has knowledge of any change facts or event thatcircumstances that exist that would provide for a basis for termination of any Branch Employee under existing personnel policies and practices of Seller then in effect. (e) Seller shall cooperate with Purchaser (including, individually or as applicable, by entering into a triparty agreement in form and substance reasonably satisfactory to Purchaser among Purchaser, Seller and FHLB) to effect the aggregate, would reasonably be expected to cause or constitute a breach release of any Encumbrances in any material respect of any of its representationsLoans not later than the Initial Closing (with respect to the Initial Closing Loans), warranties or covenants contained hereinthe Subsequent Closing (with respect to the Subsequent Closing Loans) and the Closing (with respect to all other Loans).

Efforts to Consummate; Further Assurances. (a) Purchaser Subject to the terms and Seller agree to use commercially reasonable efforts to satisfy conditions herein provided, each Party shall take, or cause to be satisfied taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate and make effective as promptly as practicable the Transactions (including the satisfaction, but not waiver, of the closing conditions set forth in Article 7). Without limiting the foregoing, each Party shall use reasonable best efforts to obtain consents and other authorizations of all Governmental Entities necessary to consummate the Transactions. All governmental filing fees incurred in connection with obtaining such consents and authorizations, including the HSR Act filing fee, shall be borne by Buyer. Each Party shall make an appropriate filing, if necessary, pursuant to the HSR Act with respect to the Transactions promptly (and in any event, within five (5) Business Days) after the date of this Agreement, and Buyer shall make, as soon as practicable after the date of this Agreement, all filings required under any other antitrust or competition Law for the consummation of the Transactions; provided that the Company and Sellers shall collaborate with Buyer in good faith, and provide all information reasonably requested by Buyer, for the purpose of preparing and submitting such filings. To the extent available, each such filing, including without limitation the HSR Act filing, shall request early termination of the review period. The Parties shall respond as promptly as practicable to any request from a Governmental Entity for additional information and documentary material pursuant to the HSR Act and any other applicable antitrust, competition or similar Law, rule regulation, Order or decree. Without limiting the foregoing, (i) Sellers and Buyer and their respective obligations hereunder Affiliates shall not extend any waiting period or comparable period under the HSR Act or similar antitrust or competition Law, or enter into any agreement with any Governmental Entity not to consummate the Transactions, except with the prior written consent of the other Parties, and (ii) the conditions precedent Parties shall take all actions that are reasonably necessary or advisable or as may be reasonably required by any Governmental Entity to expeditiously consummate the ClosingTransactions. Nothing in this Agreement, including this Section 6.3, obligates Buyer to (A) sell, license or otherwise dispose of, or hold separate or agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company after the Closing or any entity, facility or assets of Buyer or its Affiliates, (B) terminate, amend or assign existing relationships or contractual rights and obligations, (C) amend, assign or terminate existing licenses or other agreements or enter into such new licenses or other agreements, or (D) except as expressly provided in this Agreement, enter into new contractual obligations. Except as expressly permitted by this Agreement, neither the Company, nor Sellers on behalf of the Company, shall do or agree to do any of the things listed in (A) through (D) above except with the express prior written consent of Buyer. (b) From time In the event any claim, action, suit, investigation or other Proceeding by any Governmental Entity or other Person is commenced which questions the validity or legality of the Transactions or seeks damages in connection therewith, the Parties agree to time following the Closingcooperate and use their EAST\134549672.25 51 reasonable best efforts to defend against such claim, at Purchaser’s request action, suit, investigation or other Proceeding and, if an injunction or other Order is issued in any such action, suit or other Proceeding, to use their best efforts to have such injunction or other Order lifted, and at Purchaser’s expense, Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and to cooperate reasonably regarding any other instruments of conveyance and transfer and take such other action as in the exercise of reasonable judgment shall be necessary or appropriate to vest in Purchaser the full legal and equitable title impediment to the Assets and Assumed Liabilities or to consummate consummation of the transactions contemplated by this AgreementTransactions. (c) Subject to Section 4.3, on From and after the Closing DateClosing, each party will promptly deliver to the otherParty, at such other party’s expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Assets transferred on the Closing Date, including that portion request of any IRS “B” tapes that relates other Party, shall, without further consideration, promptly execute and deliver, or cause to such Depositsbe executed and delivered, to such employees other Party such instruments in addition to those required by this Agreement, and take all such other actions, as is reasonably necessary or desirable to implement any provision of Purchaser at such addresses as may from time to time be specified by Purchaser in writingthis Agreement. (d) Prior to the Closing Date, each of the parties hereto shall promptly advise the other party of any change or event that, individually or in the aggregate, would reasonably be expected to cause or constitute a breach in any material respect of any of its representations, warranties or covenants contained herein.

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use commercially reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Closing. (b) From time to time following the Closing, at Purchaser’s request and at Purchaser’s expenserequest, Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer and take such other action as in the exercise of reasonable judgment shall be necessary or appropriate to vest in Purchaser the full legal and equitable title to the Assets and the Assumed Liabilities or to consummate the transactions contemplated by this AgreementLiabilities. (c) Subject to Section 4.3, on and after the Closing Date, each party will promptly deliver to the other, at such other party’s expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Assets transferred on the Closing Date, including that portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing. (d) Purchaser hereby gives Seller further assurances that in the event that, following the Closing, Purchaser receives or otherwise possesses any asset or liability of Seller that the parties reasonably agree is not an Asset or an Assumed Liability, Purchaser shall promptly execute, acknowledge and deliver all such instruments as may be reasonably necessary to effectively vest in Seller title to such asset or liability, as is reasonably agreed to by each party; provided that, for the avoidance of doubt, the terms of this Section 7.5(d) are not intended to limit or otherwise modify in any way the parties’ rights and obligations under this Agreement. (e) Seller hereby gives Purchaser further assurances that in the event that, following the Closing, Seller possesses any asset or liability of Seller that the parties reasonably agree is an Asset or an Assumed Liability, Seller shall, promptly execute, acknowledge and deliver all such instruments as may be reasonably necessary to effectively vest in Purchaser title to such asset or liability, as is reasonably agreed to by each party; provided that, for the avoidance of doubt, the terms of this Section 7.5(e) are not intended to limit or otherwise modify in any way the parties’ rights and obligations under this Agreement. (f) In the event any transfer of an asset or liability of Seller is undertaken pursuant to Section 7.5(d) or Section 7.5(e), the parties shall, as between themselves, treat any such asset or liability as having been or not been transferred, as the case may be, as of the Closing with an appropriate adjustment reflected in the Final Closing Statement as reasonably agreed to by the parties. (g) Prior to the Closing Date, each of Seller shall provide notice to Purchaser to the parties hereto shall promptly advise the other party extent that Seller has knowledge of any change facts or event that, individually or in the aggregate, circumstances that exist that would reasonably be expected to cause or constitute provide for a breach in any material respect basis for termination of any Branch Employee under existing personnel policies and practices of its representations, warranties or covenants contained hereinSeller then in effect.

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use commercially reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Closing. (b) From time to time following the Closing, at Purchaser’s request and at Purchaser’s expense's request, Seller will (i) duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer and take such other action as in the exercise of reasonable judgment shall be necessary or appropriate to vest in Purchaser the full legal and equitable title to the Assets and the Assumed Liabilities or Liabilities, and (ii) furnish upon request to consummate Purchaser further information and do other acts and things, all as Purchaser may reasonably request for the transactions contemplated by purpose of carrying out the intent of this Agreement. (c) Subject to Section 4.3, on On and after the Closing Date, each party will promptly deliver to the other, at such other party’s 's expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Assets transferred on the Closing Date, including that portion of any IRS “"B” " tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing. (d) Purchaser hereby gives Seller further assurances that in the event that, following the Closing, Purchaser receives or otherwise possesses any asset or liability of Seller that the parties reasonably agree is not an Asset or an Assumed Liability, Purchaser shall promptly execute, acknowledge and deliver all such instruments as may be reasonably necessary to effectively vest in Seller title to such asset or liability, as is reasonably agreed to by each party; provided that, for the avoidance of doubt, the terms of this Section 7.4(d) are not intended to limit or otherwise modify in any way the parties' rights and obligations under this Agreement. (e) Seller hereby gives Purchaser further assurances that in the event that, following the Closing, Seller possesses any asset or liability of Seller that the parties reasonably agree is an Asset or an Assumed Liability, Seller shall, promptly execute, acknowledge and deliver all such instruments as may be reasonably necessary to effectively vest in Purchaser title to such asset or liability, as is reasonably agreed to by each party; provided that, for the avoidance of doubt, the terms of this Section 7.4(e) are not intended to limit or otherwise modify in any way the parties' rights and obligations under this Agreement. (f) In the event any transfer of an asset or liability of Seller is undertaken pursuant to Section 7.4(d) or Section 7.4(e), the parties shall, as between themselves, treat any such asset or liability as having been or not been transferred, as the case may be, as of the Closing with an appropriate adjustment reflected in the Final Closing Statement as reasonably agreed to by the parties. (g) Prior to the Closing Date, each of Seller shall provide notice to Purchaser to the parties hereto shall promptly advise the other party extent that Seller has knowledge of any change facts or event that, individually or in the aggregate, circumstances that exist that would reasonably be expected to cause or constitute provide for a breach in any material respect basis for termination of any Branch Employee under existing personnel policies and practices of its representations, warranties or covenants contained hereinSeller then in effect.

Efforts to Consummate; Further Assurances. (a) Purchaser and Seller agree to use commercially reasonable best efforts to satisfy or cause to be satisfied as soon as practicable their respective obligations hereunder and the conditions precedent to the Closing. (b) From time to time following the Closing, at Purchaser’s request and at Purchaser’s sole expense, Seller will duly execute and deliver such assignments, bills of sale, deeds, acknowledgments and other instruments of conveyance and transfer and take such other action as in the exercise of reasonable judgment shall be necessary or appropriate to vest in Purchaser the full legal and equitable title to the Assets and the Assumed Liabilities or to consummate the transactions contemplated by this AgreementLiabilities. (c) Subject to Section 4.3, on and after the Closing Date, each party will promptly deliver to the other, at such other party’s expense, all mail and other communications properly addressable or deliverable to the other as a consequence of the P&A Transaction; and without limitation of the foregoing, on and after the Closing Date, Seller shall promptly forward any mail, communications or other material relating to the Deposits or the Assets transferred on the Closing Date, including that portion of any IRS “B” tapes that relates to such Deposits, to such employees of Purchaser at such addresses as may from time to time be specified by Purchaser in writing. (d) Purchaser hereby gives Seller further assurances that in the event that, following the Closing Date, Purchaser receives or otherwise possesses any asset or liability of Seller that the parties reasonably agree is not an Asset or an Assumed Liability, Purchaser shall promptly execute, acknowledge and deliver all such instruments as may be reasonably necessary to effectively vest in Seller title to such asset or liability, as is reasonably agreed to by each party; provided that, for the avoidance of doubt, the terms of this Section 7.5(d) are not intended to limit or otherwise modify in any way the parties' rights and obligations under this Agreement. (e) Seller hereby gives Purchaser further assurances that in the event that, following the Closing Date, Seller possesses any asset or liability of Seller that the parties reasonably agree is an Asset or an Assumed Liability Seller shall, promptly execute, acknowledge and deliver all such instruments as may be reasonably necessary to effectively vest in Purchaser title to such asset or liability, as is reasonably agreed to by each party; provided that, for the avoidance of doubt, the terms of this Section 7.5(e) are not intended to limit or otherwise modify in any way the parties' rights and obligations under this Agreement. (f) In the event any transfer of an asset or liability of Seller is undertaken pursuant to Section 7.5(d) or Section 7.5(e), the parties shall, as between themselves, treat any such asset or liability as having been or not been transferred, as the case may be, as of the Closing with an appropriate adjustment reflected in the Final Closing Statement as reasonably agreed to by the parties. (g) Prior to the Closing Date, each of Seller shall provide notice to Purchaser to the parties hereto shall promptly advise the other party extent that Seller has knowledge of any change facts or event that, individually or circumstances that exist that would result in the aggregate, would reasonably be expected to cause or constitute a breach in any material respect termination of any Branch Employee based on Seller’s application of its representations, warranties or covenants contained hereinpersonnel policies and practices then in effect.