Waiver or Extension. Except with respect to required approvals of the applicable governmental authorities, either party, by written instrument signed by a duly authorized officer, may extend the time for the performance of any of the obligations or other acts of the other party and may waive (a) any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (b) compliance with any of the undertakings, obligations, covenants or other acts contained herein.
Waiver or Extension. Either party hereto may by an instrument in writing waive the performance by the other of any of the covenants or agreements to be performed by such other party under this Agreement; provided, however, that neither party may waive the requirement for obtaining the Governmental Approvals. The failure of either party hereto at any time to insist upon the strict performance of any covenant, agreement or provision of this Agreement shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of such covenant, agreement or provision at a future time. The waiver by any party hereto of a breach of or noncompliance with any provision of this Agreement shall not operate or be construed as a continuing waiver or a waiver of any other or subsequent breach or noncompliance hereunder.
Waiver or Extension. Except with respect to required approvals of the applicable governmental authorities, either party, by written instrument signed by a duly authorized officer, may extend the time for the performance of any of the obligations or other acts of the other party and may waive (a) any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (b) compliance with any of the undertakings, obligations, covenants or other acts contained herein. The waiver of any breach of any provision under this Agreement by any party herein shall not be deemed to be a waiver of any preceding or subsequent breach under this Agreement.
Waiver or Extension. Except with respect to required approvals of the applicable governmental authorities, either party, by written instrument signed by a duly authorized officer, may extend the time for the performance of any of the obligations or other acts of the other party and may waive (a) any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (b) compliance with any of the undertakings, obligations, covenants or other acts contained herein. No failure or delay on the part of any party in exercising any power, right or privilege hereunder shall operate as a waiver thereof; and no single or partial exercise of any such power, right or privilege shall preclude any other or further exercise thereof or of any other power, right or privilege.
Waiver or Extension. 61 SECTION 9.5 Survival..................................................................................61 SECTION 9.6 Assignment................................................................................62 SECTION 9.7 Public Announcements; Nondisclosure.......................................................62 SECTION 9.8 Brokers...................................................................................62 SECTION 9.9
Waiver or Extension. Except with respect to required approvals of the applicable Governmental Authorities, either party, by written instrument signed by a duly authorized officer, may extend the time for the performance of any of the obligations or other acts of the other party and may waive (a) any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (b) compliance with any of the undertakings, obligations, covenants or other acts contained herein. Any waiver of any provision of this Agreement and any consent to any departure from the terms of any provision of this Agreement is to be effective only in the specific instance and for the specific purpose for which given.
Waiver or Extension. 37 Section 12.4. Assignment...........................................................................38 Section 12.5. Addresses for Notices, Etc...........................................................38 Section 12.6. Counterparts.........................................................................39 Section 12.7. Headings.............................................................................39 Section 12.8. Governing Law........................................................................39 Section 12.9. Sole Agreement.......................................................................39 Section 12.10. Parties In Interest..................................................................39 Section 12.11. Calculation of Dates and Deadlines...................................................39 PURCHASE AND ASSUMPTION AGREEMENT --------------------------------- THIS PURCHASE AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of February22, 2003, by and among Rurban Financial Corp., a bank holding company organized under Ohio law having its principal office in Defiance, Ohio ("Rurban"), RFC Banking Company, an Ohio state-chartered bank and wholly-owned subsidiary of Rurban having its principal offices in Findlay, Ohio ("Seller"), and First Federal Bank of the Midwest, a federally-chartered savings bank having its principal offices in Defiance, Ohio ("Buyer"):
Waiver or Extension. 37 SECTION 11.3. ASSIGNMENT...................................................................................38 SECTION 11.4. CONFIDENTIALITY..............................................................................38 SECTION 11.5. ADDRESSES FOR NOTICES, ETC...................................................................38 SECTION 11.6. COUNTERPARTS.................................................................................39 SECTION 11.7. HEADINGS.....................................................................................39 SECTION 11.8. GOVERNING LAW................................................................................39 SECTION 11.9. SOLE AGREEMENT...............................................................................39 SECTION 11.10. PARTIES IN INTEREST..........................................................................40 SECTION 11.11 CALCULATION OF DATES AND DEADLINES...........................................................40 PURCHASE AND ASSUMPTION AGREEMENT THIS PURCHASE AND ASSUMPTION AGREEMENT (this "Agreement") is entered into as of ____________________, 2004, by and among FARMERS & MECHANICS BANK, a Maryland-chartered commercial bank and wholly-owned subsidiary of Mercantile Bankshares Corporation ("Mercantile") having its principal offices in Frederick, Maryland ("F&M Bank"), THE FIDELITY BANK, a Maryland-chartered commercial bank and wholly-owned subsidiary of Mercantile having its principal offices in Hagerstown, Maryland ("Fidelity Bank" and, together with F&M Bank, "Seller"), and CITIZENS NATIONAL BANK OF BERKELEY SPRINGS, a national banking association having its principal offices in Berkeley Springs, West Virginia ("Purchaser").
Waiver or Extension. Either party by written instrument signed by its duly authorized officers may extend the time for the performance of any of the obligations or other acts of the other party and may waive (a) any inaccuracies in the representations or warranties contained herein or in any document delivered pursuant hereto or (b) compliance with any of the undertakings, obligations, covenants or other acts contained herein or in any such documents; provided, however, that neither party may waive the requirement for obtaining the Governmental Approvals. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
Waiver or Extension. 22 8.4. Assignment.................................................... 23 8.5. Public Announcements; Nondisclosure........................... 23 8.6. Brokers....................................................... 23 8.7.
