THE
FULFILLMENT OF THE FOLLOWING CONDITIONS AS OF THE CLOSING DATE:
(A)
REPRESENTATIONS AND WARRANTIES; COVENANTS.
THE REPRESENTATIONS
AND WARRANTIES OF PURCHASER IN THIS AGREEMENT (WITHOUT REGARD TO ANY "MATERIAL"
OR "MATERIAL ADVERSE EFFECT" QUALIFIERS) SHALL BE TRUE AND CORRECT AT AND AS OF
THE CLOSING (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES RELATE TO
AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE
AND CORRECT ON AND AS OF SUCH EARLIER DATE); PROVIDED, HOWEVER, THAT IN THE
EVENT OF A BREACH OF A REPRESENTATION OR WARRANTY OF PURCHASER, THE CONDITION
SET FORTH IN THIS SECTION 8.3(A) SHALL BE DEEMED SATISFIED UNLESS THE EFFECT OF
ALL SUCH BREACHES OF REPRESENTATIONS AND WARRANTIES TAKEN TOGETHER WOULD
REASONABLY BE LIKELY TO PREVENT OR MATERIALLY IMPEDE OR DELAY THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
PURCHASER SHALL HAVE
PERFORMED OR COMPLIED IN ALL MATERIAL RESPECTS WITH ALL COVENANTS OF PURCHASER
IN THIS AGREEMENT.
(B)
BRINGDOWN CERTIFICATE.
PURCHASER SHALL HAVE DELIVERED TO THE
COMPANY A CERTIFICATE OF PURCHASER, EXECUTED BY AN EXECUTIVE OFFICER OF
PURCHASER, DATED THE CLOSING DATE, AND CERTIFYING TO THE FULFILLMENT OF THE
CONDITIONS SPECIFIED IN CLAUSE (A) OF THIS SECTION 8.3.
(C)
REGULATORY APPROVALS.
ALL APPROVALS OF THE FRB AND THE DFI IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND
THE CONSUMMATION OF THE TRANSACTION BY PURCHASER SHALL HAVE BEEN MADE OR
OBTAINED (AS THE CASE MAY BE) AND SHALL REMAIN IN FULL FORCE AND EFFECT AND ALL
STATUTORY WAITING PERIODS IN RESPECT THEREOF SHALL HAVE EXPIRED, AND NONE OF THE
APPROVALS SHALL CONTAIN ANY CONDITIONS, RESTRICTIONS OR REQUIREMENTS WHICH WOULD
REASONABLY BE LIKELY (I) FOLLOWING THE CLOSING DATE, TO, INDIVIDUALLY OR IN THE
AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY, (II) BE MATERIALLY AND
UNREASONABLY BURDENSOME ON THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES
OR (III) TO REQUIRE THE SALE BY THE COMPANY OR ANY COMPANY SUBSIDIARY OR
AFFILIATES OF ANY ASSETS.
SECTION 9
MISCELLANEOUS
9.1
GOVERNING LAW; VENUE.
THIS AGREEMENT SHALL BE DEEMED TO BE MADE
IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
THE PARTIES HEREBY
IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE
AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF
DELAWARE SOLELY FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING BETWEEN
ANY OF THE PARTIES HERETO ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE TO ASSERT, AS A DEFENSE IN ANY
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ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF, THAT IT
IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE
BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT
BE APPROPRIATE OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS,
AND THE PARTIES HERETO IRREVOCABLY