UNDER THE SECURITIES ACT, AND NO PROCEEDINGS SHALL BE PENDING OR THREATENED BY
THE SEC TO SUSPEND THE EFFECTIVENESS OF THE REGISTRATION STATEMENT; AND ALL
APPROVALS DEEMED NECESSARY BY CMTY'S
77
COUNSEL FROM STATE SECURITIES AUTHORITIES WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHALL HAVE BEEN OBTAINED.
(G)
TAX OPINION.
CMTY SHALL HAVE RECEIVED AN OPINION OF METTE, EVANS &
WOODSIDE, LEGAL COUNSEL TO CMTY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO CMTY, DATED THE CLOSING DATE, TO THE EFFECT THAT, ON THE BASIS OF THE FACTS,
REPRESENTATIONS AND ASSUMPTIONS SET FORTH IN SUCH OPINION, THE MERGER WILL
CONSTITUTE A REORGANIZATION DESCRIBED IN SECTION 368(A) OF THE IRC; IN RENDERING
ITS OPINION, SUCH COUNSEL MAY REQUIRE AND RELY UPON REPRESENTATIONS AND
REASONABLE ASSUMPTIONS, INCLUDING THOSE CONTAINED IN CERTIFICATES OF OFFICERS OF
PRFS, CMTY AND OTHERS.
(H)
APPROVAL BY CMTY'S AND PRFS'S SHAREHOLDERS.
THIS AGREEMENT SHALL HAVE BEEN
APPROVED BY THE RESPECTIVE SHAREHOLDERS OF CMTY AND PRFS AT THEIR RESPECTIVE
SHAREHOLDERS' MEETINGS BY SUCH VOTE AS IS REQUIRED BY THE BCL AND THE RESPECTIVE
ARTICLES OF INCORPORATION AND BYLAWS OF CMTY AND PRFS.
(I)
OTHER DOCUMENTS.
CMTY SHALL HAVE RECEIVED SUCH OTHER CERTIFICATES
DOCUMENTS OR INSTRUMENTS FROM PRFS OR ITS OFFICERS OR OTHERS AS CMTY SHALL HAVE
REASONABLY REQUESTED IN CONNECTION WITH ACCOUNTING OR INCOME TAX TREATMENT OF
THE CONTEMPLATED TRANSACTIONS OR RELATED SECURITIES LAW COMPLIANCE
(J)
PHASE I ENVIRONMENTAL AUDIT RESULTS.
THE RESULTS OF ANY PHASE I
ENVIRONMENTAL AUDIT CONDUCTED PURSUANT TO SECTION 5.07(A)(II) HEREOF SHALL NOT
RESULT IN A MATERIAL ADVERSE EFFECT ON PRFS; PROVIDED, HOWEVER THAT (I) ANY SUCH
ENVIRONMENTAL AUDIT MUST BE COMPLETED WITHIN FORTY-FIVE (45) DAYS OF THE DATE OF
THIS AGREEMENT, (II) A COPY OF ANY SUCH ENVIRONMENTAL AUDIT MUST BE DELIVERED TO
PRFS WITHIN FIVE (5) DAYS AFTER THE COMPLETION OF SUCH ENVIRONMENTAL AUDIT AND
(III) CMTY MUST TERMINATE OR IRREVOCABLY WAIVE ITS RIGHT TO TERMINATE THE
AGREEMENT FOR FAILURE OF THE CONDITION SET FORTH IN THIS SECTION 6.02(J) WITHIN
TEN (10) DAYS OF RECEIVING THE RESULTS OF SUCH ENVIRONMENTAL AUDIT.
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ARTICLE VII-
TERMINATION
7.01 TERMINATION PRIOR TO THE CLOSING DATE.
THIS AGREEMENT MAY BE TERMINATED ON
OR AT ANY TIME
(A)
BY THE MUTUAL WRITTEN CONSENT OF THE PARTIES HERETO
(B)
BY CMTY OR PRFS:
(I)
IF THERE SHALL HAVE BEEN ANY BREACH OF ANY REPRESENTATION, WARRANTY OR
OBLIGATION OF THE OTHER PARTY HERETO (SUBJECT TO THE SAME STANDARDS AS SET FORTH
IN SECTIONS 6.01(B) OR 6.02(B), AS THE CASE MAY BE) AND SUCH BREACH CANNOT BE,
OR SHALL NOT HAVE BEEN, REMEDIED WITHIN 30 DAYS AFTER RECEIPT BY SUCH PARTY OF
WRITTEN NOTICE SPECIFYING THE NATURE OF SUCH BREACH AND REQUESTING THAT IT BE
REMEDIED; PROVIDED, THAT, IF SUCH BREACH CANNOT REASONABLY BE CURED WITHIN SUCH
30-DAY PERIOD BUT MAY REASONABLY BE CURED WITHIN 60 DAYS, AND SUCH CURE IS BEING
DILIGENTLY PURSUED, NO SUCH TERMINATION SHALL OCCUR PRIOR TO THE EXPIRATION OF
SUCH 60-DAY PERIOD;
(II)
IF THE CLOSING DATE SHALL NOT HAVE OCCURRED PRIOR TO