HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT ON THE ABILITY
OF PURCHASER TO TIMELY CONSUMMATE THE TRANSACTION.
4.5
BANK HOLDING COMPANY STATUS.
PRIOR TO CLOSING, PURCHASER WILL BE
A REGISTERED BANK HOLDING COMPANY UNDER THE BANK HOLDING COMPANY ACT OF 1956, AS
AMENDED (THE "BHCA"), AND HAS RECEIVED, OR WILL HAVE RECEIVED PRIOR TO THE
CLOSING DATE, ALL NECESSARY APPROVALS AND AUTHORITY FROM FEDERAL AND STATE
BANKING REGULATORS TO ACQUIRE THE SHARES AS CONTEMPLATED HEREIN.
4.6
NO CROSS SUPPORT.
PURCHASER IS NOT A BANK HOLDING COMPANY FOR ANY
OTHER ENTITY, AND NEITHER IT NOR THE COMPANY NOR ANY COMPANY SUBSIDIARY OR
AFFILIATE OF THE COMPANY WILL BE LOOKED TO AS A SOURCE OF STRENGTH FOR ANY OTHER
ENTITY PARTIALLY OR WHOLLY OWNED, CONTROLLED BY OR AFFILIATED WITH PURCHASER.
4.7
LIMITED PARTNERSHIP POWER.
PURCHASER HAS ALL REQUISITE LIMITED
PARTNERSHIP POWER AND AUTHORITY AND HAS TAKEN ALL LIMITED PARTNERSHIP ACTION
NECESSARY IN ORDER TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT AND TO CONSUMMATE THE TRANSACTION.
4.8
LIMITED PARTNER AUTHORITY.
THIS AGREEMENT AND THE TRANSACTION
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY LIMITED PARTNERSHIP ACTION OF
PURCHASER.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY PURCHASER,
AND, ASSUMING THE DUE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT BY
THE COMPANY, THIS AGREEMENT IS A VALID AND LEGALLY BINDING AGREEMENT OF
PURCHASER, ENFORCEABLE AGAINST PURCHASER IN ACCORDANCE WITH ITS TERMS, SUBJECT
TO BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, FRAUDULENT TRANSFER AND
SIMILAR LAWS OF GENERAL APPLICABILITY RELATING TO OR AFFECTING CREDITORS' RIGHTS
OR TO GENERAL EQUITY PRINCIPLES.
8
4.9
REGULATORY APPROVALS; NO VIOLATIONS.
(A) NO CONSENTS, APPROVALS,
PERMITS, ORDER OR AUTHORIZATIONS OF, EXEMPTIONS, REVIEWS OR WAIVERS BY, OR
NOTICES, REPORTS, FILINGS OR REGISTRATIONS WITH ANY GOVERNMENTAL AUTHORITY OR
WITH ANY OTHER THIRD PARTY ARE REQUIRED TO BE MADE OR OBTAINED BY PURCHASER OR
ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS OR
EMPLOYEES IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY
PURCHASER OF THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTION EXCEPT FOR
(A) THE APPROVAL OF THE CALIFORNIA COMMISSIONER OF FINANCIAL INSTITUTIONS UNDER
SECTION 701 OF THE CALIFORNIA FINANCIAL CODE AND FILING OF THE RELATED
APPLICATION, (B) THE APPROVAL OF THE FRB UNDER SECTION 3 OF THE BHCA AND THE
FILING OF THE RELATED APPLICATION, (C) THOSE ALREADY OBTAINED OR MADE AND
(D) ANY SECURITIES OR "BLUE SKY" FILINGS OF ANY STATE.
(B)
THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT BY
PURCHASER DOES NOT, AND THE CONSUMMATION BY PURCHASER OF THE TRANSACTION WILL
NOT, (A) CONSTITUTE OR RESULT IN A BREACH OR VIOLATION OF, OR A DEFAULT UNDER,
OR THE ACCELERATION OR CREATION OF ANY OBLIGATIONS, PENALTIES OR THE CREATION OF
ANY CHARGE, MORTGAGE, PLEDGE, SECURITY INTEREST, RESTRICTION, CLAIM, LIEN OR
EQUITY, ENCUMBRANCE OR ANY OTHER ENCUMBRANCE OR EXCEPTION TO TITLE OF ANY KIND
ON THE ASSETS OR PROPERTIES OF PURCHASER (WITH OR WITHOUT NOTICE, LAPSE OF TIME,
OR BOTH) PURSUANT TO AGREEMENTS BINDING UPON PURCHASER OR TO WHICH PURCHASER OR
ANY