AND 5.07(C)(III) AND ANY INDEMNIFIED PARTY MAY ENFORCE SECTION
5.07(C)(V).
8.05 NO ASSIGNMENT.
NEITHER PARTY HERETO MAY ASSIGN ANY OF ITS RIGHTS OR
OBLIGATIONS HEREUNDER TO ANY OTHER PERSON, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTY HERETO.
8.06 NOTICES.
ALL NOTICES OR OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING
AND SHALL BE DEEMED GIVEN UPON DELIVERY IF DELIVERED PERSONALLY, TWO BUSINESS
DAYS AFTER MAILING IF MAILED BY PREPAID REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, OR UPON CONFIRMATION OF GOOD TRANSMISSION IF SENT BY
TELECOPY, ADDRESSED AS FOLLOWS:
(A)
IF TO CMTY OR COMMUNITY BANKS, TO:
Community Banks, Inc.
750 East Park Drive
Harrisburg, Pennsylvania
17111
Attention:
Eddie L. Dunklebarger, Chairman, President and CEO
Telecopy No.:
717-920-1683
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with copy to:
James A. Ulsh, Esquire
Timothy A. Hoy, Esquire
Mette, Evans & Woodside
P.O. Box 5950
3401 North Front Street
Harrisburg, Pennsylvania 17110-0950
Telecopy No.:
717-236-1816
(B)
IF TO PRFS, TO:
PennRock Financial Services Corp.
1060 Main St.
Blue Ball, Pennsylvania 17506
Attention:
Melvin Pankuch, Executive Vice President and CEO
Telecopy No.:
with a copy to:
Clinton W. Kemp, Esquire
Stevens & Lee, P.C.
25 North Queen Street, Suite 602
P.O. Box 1594
Lancaster, PA 17608-1594 (17603 for courier)
Telecopy No.:
610-236-4177
8.07 DISCLOSURE SCHEDULES.
INFORMATION CONTAINED ON EITHER THE PRFS DISCLOSURE
SCHEDULES OR THE CMTY DISCLOSURE SCHEDULES SHALL BE DEEMED TO COVER THE EXPRESS
DISCLOSURE REQUIREMENT CONTAINED IN A REPRESENTATION OR WARRANTY OF THIS
AGREEMENT AND ANY OTHER REPRESENTATION OR WARRANTY OF THIS AGREEMENT OF SUCH
PARTY WHERE IT IS READILY APPARENT IT APPLIES TO SUCH PROVISION.
THE MERE
INCLUSION OF AN ITEM IN A DISCLOSURE SCHEDULE AS AN EXCEPTION TO A
REPRESENTATION OR WARRANTY SHALL NOT BE DEEMED AN ADMISSION BY A PARTY THAT SUCH
ITEM REPRESENTS A MATERIAL EXCEPTION OR FACT, EVENT OR CIRCUMSTANCE OR THAT SUCH
ITEM IS OR COULD RESULT IN A MATERIAL ADVERSE EFFECT.
8.08 TAX DISCLOSURE.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE
CONTRARY, EACH PARTY HERETO (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF
ANY PARTY) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND,
THE FEDERAL INCOME TAX TREATMENT AND FEDERAL INCOME TAX STRUCTURE OF ANY AND ALL
TRANSACTION(S) CONTEMPLATED HEREIN AND ALL MATERIALS OF ANY KIND (INCLUDING
OPINIONS OR OTHER TAX ANALYSES) THAT ARE OR HAVE BEEN PROVIDED TO ANY PARTY (OR
TO
86
ANY EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT OF ANY PARTY) RELATING TO SUCH TAX
TREATMENT OR TAX STRUCTURE; PROVIDED, HOWEVER, THAT THIS AUTHORIZATION OF
DISCLOSURE SHALL NOT APPLY TO RESTRICTIONS REASONABLY NECESSARY TO COMPLY WITH
SECURITIES LAWS.
THIS AUTHORIZATION OF DISCLOSURE IS NOT EFFECTIVE UNTIL THE
EARLIER OF (I) THE DATE OF THE PUBLIC ANNOUNCEMENT OF DISCUSSIONS RELATING TO
THE CONTEMPLATED TRANSACTIONS, (II) THE DATE OF THE PUBLIC ANNOUNCEMENT OF THE
CONTEMPLATED TRANSACTIONS, OR (III) THE DATE OF EXECUTION OF AN AGREEMENT (WITH
OR WITHOUT CONDITIONS) TO ENTER INTO THE CONTEMPLATED TRANSACTIONS.
8.09 CAPTIONS.
THE CAPTIONS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE
PURPOSES ONLY AND ARE NOT PART