STATE OR
JURISDICTION WHERE ITS OWNERSHIP OR LEASING OF PROPERTY OR ASSETS OR THE CONDUCT
OF ITS BUSINESS OR THE OWNERSHIP OF THE ACQUIRED ASSETS REQUIRES SUCH LICENSING
OR QUALIFICATION, EXCEPT WHERE THE FAILURE TO BE SO LICENSED OR QUALIFIED WOULD
NOT HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS, FINANCIAL CONDITION OR
RESULTS OF OPERATION OF BUYER.
4.2
AUTHORITY; NO VIOLATION.
(A)
BUYER HAS FULL CORPORATE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS
AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THE EXECUTION
AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY HAS BEEN DULY AUTHORIZED BY ALL REQUISITE CORPORATE ACTION
ON THE PART OF BUYER AND NO OTHER CORPORATE PROCEEDINGS ON THE PART OF BUYER IS
NECESSARY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THIS AGREEMENT
HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY BUYER AND, ASSUMING THIS
AGREEMENT CONSTITUTES A VALID AND BINDING AGREEMENT OF THE SHAREHOLDER AND
SELLER, CONSTITUTES A VALID AND BINDING OBLIGATION OF BUYER, ENFORCEABLE AGAINST
BUYER IN ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY
AND SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT, AS TO
ENFORCEABILITY, TO GENERAL PRINCIPLES OF EQUITY WHETHER APPLIED IN A PROCEEDING
IN EQUITY OR AT LAW.
(B)
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT NOR THE CONSUMMATION
BY BUYER OF THE TRANSACTIONS CONTEMPLATED HEREBY, NOR COMPLIANCE BY BUYER WITH
ANY OF THE TERMS OR PROVISIONS HEREOF, WILL (I) CONFLICT WITH OR RESULT IN A
BREACH OF ANY PROVISION OF THE ARTICLES OF INCORPORATION OR BY-LAWS OF BUYER OR
(II)
VIOLATE ANY STATUTE, CODE, ORDINANCE, RULE, REGULATION, JUDGMENT, ORDER,
WRIT, DECREE OR INJUNCTION APPLICABLE TO BUYER OR ANY OF ITS AFFILIATES, OR
VIOLATE, CONFLICT WITH, RESULT IN A BREACH OF ANY PROVISIONS OF, CONSTITUTE A
DEFAULT (OR AN EVENT WHICH, WITH NOTICE OR LAPSE OF TIME, OR BOTH, WOULD
CONSTITUTE A DEFAULT) UNDER, RESULT IN THE TERMINATION OF, ACCELERATE THE
PERFORMANCE REQUIRED BY, OR RESULT IN A RIGHT OF TERMINATION OR ACCELERATION OR
THE CREATION OF ANY ENCUMBRANCE UPON ANY OF THE PROPERTIES OR ASSETS OF BUYER
UNDER ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY NOTE, BOND, MORTGAGE,
INDENTURE, DEED OF TRUST, LICENSE,
11
LEASE, AGREEMENT OR OTHER INSTRUMENT OR OBLIGATION TO WHICH BUYER IS A PARTY, OR
BY WHICH ITS PROPERTIES OR ASSETS MAY BE BOUND OR AFFECTED.
4.3
CONSENTS AND APPROVALS.
OTHER THAN APPROVAL
BY THE OFFICE OF THRIFT SUPERVISION, NO CONSENTS, PERMITS, AUTHORIZATIONS OR
APPROVALS OF, OR FILINGS OR REGISTRATIONS WITH, ANY GOVERNMENTAL OR REGULATORY
AUTHORITIES, GOVERNMENT-SPONSORED AGENCIES OR CORPORATIONS OR OTHER THIRD
PARTIES ARE NECESSARY TO BE OBTAINED OR MADE BY BUYER IN CONNECTION WITH
EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
4.4
BROKERS AND FINDERS.
NEITHER BUYER NOR ITS
OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS HAS EMPLOYED ANY BROKER, FINDER OR
FINANCIAL ADVISOR OR INCURRED ANY LIABILITY FOR ANY BROKER'S OR FINDER'S FEES OR
COMMISSIONS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
4.5
LEGAL PROCEEDINGS.
THERE ARE