Conditions Precedent to the Obligations of the Company to sell Shares at the Closing. The Company’s obligation to sell and issue to the Purchaser the Allocated Shares at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:
Conditions Precedent to the Obligations of the Purchasers to Purchase Securities on the Closing Date. The obligation of each Purchaser to acquire Securities at the Closing is subject to the satisfaction or waiver by such Purchaser, at or before the Closing, of each of the following conditions:
Conditions Precedent to the Obligations. OF SELLER TO CLOSE ------------------------------ The obligation of Seller to close the Transactions is subject to the fulfillment prior to Closing of each of the following conditions, any of which may be waived in whole or in part by Seller:
Conditions Precedent to the Obligations. OF THE PASS THROUGH TRUSTEES The obligation of each Applicable Pass Through Trustee listed on Schedule 2 to make the secured loan described in Section 2.1(a) and to participate in the transactions contemplated by this Agreement on the Closing Date is subject to the fulfillment, prior to or on the Closing Date, of the following conditions precedent:
Conditions Precedent to the Obligations of the Shareholders and the ------------------------------------------------------------------- Company. The obligations of the Shareholders and the Company under this ------- Agreement are subject to the satisfaction of each of the following conditions, unless waived by the Shareholders and the Company in writing to the extent permitted by applicable law:
Conditions Precedent to the Obligations. OF EACH PARTY TO CONSUMMATE THE MERGER The respective obligations of each party to consummate the Merger shall be subject to the satisfaction or waiver by consent of the other party, at or before the Effective Time, of each of the following conditions:
Conditions Precedent to the Obligations of the ---------------------------------------------- Purchasers. The obligations of each Purchaser hereunder are subject to the ---------- satisfaction or waiver by such Purchaser, on or before the Closing Date, of the following conditions:
Conditions Precedent to the Obligations of the Purchasers to Purchase Shares at the Closing. The obligation of each Purchaser listed on Annex A hereto to acquire Shares at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by such Purchaser (as to itself only):
Conditions Precedent to the Obligations of Each Party to the Effect the Merger. Each party’s obligations to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver at or prior to the Closing, of each of the following conditions:
Conditions Precedent to the Obligations. OF THE SELLERS 14 (a) Accuracy of Representations and Warranties 14 (b) Performance of Agreements 14 (c) Officer’s Certificate 14 (d) Payment of Purchase Price 14 (f) Opinion of Purchaser’s Counsel 14 (g) Tangible Net Worth 15 (h) Legal Lending Limit 15 ARTICLE 4 OTHER AGREEMENTS 15 SECTION 4.1 TAX MATTERS 15 SECTION 4.2 COOPERATION 15 SECTION 4.3 APPROVALS 15 SECTION 4.4 EMPLOYEE BENEFITS 15 SECTION 4.5 CONDUCT OF THE BUSINESS OF THE COMPANY 15 SECTION 4.6 PUBLICITY 15 SECTION 4.7 WAREHOUSE LINE OF CREDIT 16 SECTION 4.8 TAX LIABILITIES 16 ARTICLE 5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION 16 SECTION 5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES 16 SECTION 5.2 INDEMNIFICATION BY SELLERS 16 SECTION 5.3 INDEMNIFICATION BY PURCHASER 16 SECTION 5.4 ASSERTION OF INDEMNIFICATION CLAIM 17 SECTION 5.5 INDEMNIFICATION NET OF INSURANCE RECOVERY 17 SECTION 5.6 LIMITATION OF LIABILITY 17 ARTICLE 6 TERMINATION 18 SECTION 6.1 TERMINATION 18 SECTION 6.2 EFFECT OF TERMINATION 18 ARTICLE 7 MISCELLANEOUS 18 SECTION 7.1 FEES AND EXPENSES 18 SECTION 7.2 NOTICES 18 SECTION 7.3 ENTIRE AGREEMENT 19 SECTION 7.4 BINDING EFFECT; BENEFIT 19 SECTION 7.5 SECTION HEADINGS; CONSTRUCTION 19 SECTION 7.6 COUNTERPARTS 19 SECTION 7.7 APPLICABLE LAW 20 SECTION 7.8 TIME OF ESSENCE 20 SECTION 7.9 SEVERABILITY 20 Exhibits Exhibit A - Definitions Exhibit B - Opinion Letter Exhibit C - Opinion Letter Schedules Schedule 2.3(b) - Subsidiaries, Affiliates and Equity Investments Schedule 2.3(d) - Non-Contravention Schedule 2.3(e) - Financial Statements Schedule 2.3(f) - Undisclosed Liabilities Schedule 2.3(g) - Tax Liabilities Schedule 2.3(i) - Title to Property Schedule 2.3(j) - Loans Receivable Schedule 2.3(k) - Legal Proceedings Schedule 2.3(l) - Insurance Schedule 2.3(n) - Commitments Schedule 2.3(o) - Intellectual Property Schedule 2.3(p) - Compliance with Laws Schedule 2.3(q) - Absence of Changes Schedule 2.3(r) - Employee Benefit Plans Schedule 2.3(t) - Environmental Violations Schedule 2.3(u) - Relationships with Related Parties Schedule 2.3(v) - Leases MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2004, is made and entered into by and among CARDINAL BANK, N.A. (“Purchaser”), and UNITED BANK (“Seller”). Seller and Purchaser are sometimes referred to collectively herein as the “Parties” and individually as a “Party.” Terms capitalized but not otherwise defined herein have the meanings ascribed to...
