Conditions Precedent - S&T Clause Samples

Conditions Precedent - S&T. The obligations of S&T and S&T Bank to effect the Merger shall be subject to satisfaction of the following additional conditions at or prior to the Closing Date unless waived by S&T pursuant to Section 6.4 hereof: (a) The representations and warranties of Peoples set forth in Article 2 hereof shall be true and correct in all material respects as of the date of this Reorganization Agreement and as of the Closing Date as though made on and as of the Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date), except (i) as otherwise contemplated by this Reorganization Agreement or consented to in writing by S&T and (ii) insofar as the failure of any representation and warranty to be true and correct does not have, and is not reasonably likely to have, a material adverse effect on Peoples. (b) Peoples shall have in all material respects performed all obligations and complied with all covenants required by this Reorganization Agreement and the Plan of Merger; (c) Peoples shall have delivered to S&T a certificate, dated the Closing Date and signed by its Chairman or its Acting Chief Executive Officer or other appropriate officer to the effect that the conditions set forth in paragraphs (a) and (b) of this section have been satisfied; (d) S&T shall have received an opinion or opinions of ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to Peoples, dated the Closing Date, as to such matters as S&T may reasonably request with respect to the transactions contemplated hereby and by the Plan of Merger; (e) S&T shall have received an opinion letter, dated as of the Closing Date, from Ernst & Young LLP, its independent public accountants, to the effect that the Merger will qualify for pooling of interests accounting treatment under Accounting Principles Board Opinion No. 16 if closed and consummated in accordance with this Reorganization Agreement; except that this condition shall be deemed to have been waived by S&T to the extent that it takes any action or causes any conditions to occur, without the written consent of Peoples, which constitute the sole reason for Ernst & Young LLP being unable to render such opinion; and (f) S&T shall have received a "comfort" letter from S.R. ▇▇▇▇▇▇▇▇▇, ▇.▇. dated not more than five days prior to (i) the effective date of the Registration Statement and (ii) the Closing Date, with respect to certain financial information regarding Peoples, in form and in substance which is c...