THE PURCHASER IN
THEIR CAPACITY AS SUCH TO THE EFFECT THAT THE CONDITIONS PRECEDENT SET FORTH IN
ARTICLE VII HAVE BEEN SATISFIED.
2.4
THIRD PARTY CONSENTS.
SELLER AND PURCHASER SHALL COOPERATE TO
OBTAIN THE CONSENT OF ANY GOVERNMENTAL ENTITY REQUIRED TO CONSUMMATE THE
CLOSING.
SUBJECT TO SECTION 6.4, TO THE EXTENT THAT THE SELLER'S RIGHTS UNDER
ANY CONTRACT, PERMIT OR OTHER ASSET TO BE ASSIGNED TO THE PURCHASER UNDER THIS
AGREEMENT MAY NOT BE ASSIGNED WITHOUT THE CONSENT OF ANOTHER PERSON WHICH HAS
NOT BEEN OBTAINED AT OR PRIOR TO CLOSING, THIS AGREEMENT SHALL NOT CONSTITUTE AN
AGREEMENT TO ASSIGN THE SAME IF AN ATTEMPTED ASSIGNMENT WOULD CONSTITUTE A
BREACH THEREOF OR BE UNLAWFUL, AND THE ASSIGNOR AND ASSIGNEE SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ANY SUCH REQUIRED CONSENT(S) AS
PROMPTLY AS POSSIBLE; PROVIDED, HOWEVER, THAT NO PARTY SHALL BE OBLIGATED TO
COMMENCE ANY LITIGATION OR OFFER OR GRANT ANY ACCOMMODATION (FINANCIAL OR
OTHERWISE) TO ANY PERSON OR INCUR ANY OTHER LIABILITY THEREFOR.
IF ANY SUCH
CONSENT SHALL NOT BE OBTAINED OR IF ANY ATTEMPTED ASSIGNMENT WOULD BE
INEFFECTIVE OR WOULD IMPAIR THE ASSIGNEE'S RIGHTS UNDER THE ASSET IN QUESTION SO
THAT THE ASSIGNEE WOULD NOT IN EFFECT ACQUIRE THE BENEFIT OF ALL SUCH RIGHTS,
THE ASSIGNOR, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHALL ACT AFTER THE
CLOSING AS THE ASSIGNEE'S AGENT IN ORDER TO OBTAIN FOR IT THE BENEFITS
THEREUNDER AND EACH PARTY SHALL COOPERATE, TO THE MAXIMUM EXTENT PERMITTED BY
LAW, WITH THE OTHER IN ANY OTHER REASONABLE ARRANGEMENT DESIGNED TO PROVIDE SUCH
BENEFITS TO THE ASSIGNEE.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Purchaser that the statements
contained in this Article III are correct and complete as of the date of this
Agreement:
3.1
ORGANIZATION, GOOD STANDING AND POWER.
THE SELLER IS A
CORPORATION, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE
OF FLORIDA.
THE OWNER IS A FEDERAL SAVINGS BANK AND OWNS ALL OF THE OUTSTANDING
CAPITAL STOCK OF THE SELLER.
PARENT IS A CORPORATION, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF GEORGIA.
THE SELLER HAS ALL
REQUISITE POWER AND AUTHORITY TO CARRY ON THE BUSINESS AND TO OWN AND USE THE
ASSETS AND PROPERTIES OWNED AND USED BY IT.
THE SELLER HAS FURNISHED TO THE
PURCHASER TRUE AND COMPLETE COPIES OF ITS ARTICLES OF INCORPORATION AND BYLAWS,
EACH AS AMENDED AND AS IN EFFECT ON THE DATE OF THIS AGREEMENT.
8
3.2
AUTHORIZATION OF TRANSACTIONS.
EACH OF THE SELLER, THE PARENT AND
THE OWNER HAS ALL REQUISITE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS
AGREEMENT AND TO PERFORM ITS RESPECTIVE OBLIGATIONS HEREUNDER.
SUBJECT TO
RECEIPT OF APPROVAL BY ANY GOVERNMENTAL ENTITY, THE EXECUTION AND DELIVERY OF
THIS AGREEMENT BY THE SELLER, THE PARENT AND THE OWNER AND THE CONSUMMATION BY
THE SELLER, THE PARENT AND THE OWNER OF THE TRANSACTIONS CONTEMPLATED HEREBY
HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL NECESSARY ACTION ON