material respects to that maintained by other businesses
similarly situated. Neither CMTY nor any CMTY Subsidiary has received notice
from any insurance carrier that:
(I)
SUCH INSURANCE WILL BE CANCELLED OR THAT COVERAGE THEREUNDER WILL BE
REDUCED OR ELIMINATED; OR
(II)
PREMIUM COSTS WITH RESPECT TO SUCH INSURANCE WILL BE SUBSTANTIALLY
INCREASED; EXCEPT TO THE EXTENT SUCH CANCELLATION, REDUCTION, ELIMINATION OR
INCREASE WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(D)
CMTY AND EACH CMTY SUBSIDIARY MAINTAIN SUCH FIDELITY BONDS, DIRECTORS' AND
OFFICERS' LIABILITY INSURANCE AND ERRORS AND OMISSIONS INSURANCE AS MAY BE
CUSTOMARY OR REQUIRED UNDER APPLICABLE LAWS OR REGULATIONS.
4.10 FINANCING.
AT THE EFFECTIVE DATE, CMTY WILL HAVE AVAILABLE CASH SUFFICIENT
TO PAY THE AMOUNTS REQUIRED TO BE PAID TO PRFS SHAREHOLDERS PURSUANT TO THIS
AGREEMENT AND SHARES AVAILABLE AND RESERVED TO PAY THE COMMON STOCK
CONSIDERATION, UPON CONSUMMATION OF THE MERGER.
4.11 LEGAL PROCEEDINGS.
EXCEPT AS SET FORTH IN CMTY DISCLOSURE SCHEDULE 4.11,
NEITHER CMTY NOR ANY CMTY SUBSIDIARY IS A PARTY TO ANY, AND THERE ARE NO PENDING
OR, TO THE KNOWLEDGE OF CMTY, THREATENED, LEGAL, ADMINISTRATIVE, ARBITRATION OR
OTHER PROCEEDINGS, CLAIMS, ACTIONS, CUSTOMER COMPLAINTS, OR GOVERNMENTAL
INVESTIGATIONS OR INQUIRIES OF ANY NATURE:
(A)
AGAINST CMTY OR ANY CMTY SUBSIDIARY;
(B)
TO WHICH THE ASSETS OF CMTY OR ANY CMTY SUBSIDIARY ARE SUBJECT;
(C)
CHALLENGING THE VALIDITY OR PROPRIETY OF ANY OF THE CONTEMPLATED
TRANSACTIONS; OR
(D)
WHICH COULD MATERIALLY ADVERSELY AFFECT THE ABILITY OF CMTY OR ANY OTHER
CMTY SUBSIDIARY TO PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT AND
THE BANK PLAN OF MERGER; EXCEPT FOR ANY PROCEEDINGS, CLAIMS, ACTIONS,
INVESTIGATIONS, OR INQUIRIES REFERRED
47
to in clauses (a) or (b) which, individually or in the aggregate, would not have
a Material Adverse Effect.
4.12 COMPLIANCE WITH APPLICABLE LAW AND AGREEMENTS.
(A)
CMTY AND EACH CMTY SUBSIDIARY HOLD ALL LICENSES, FRANCHISES, PERMITS AND
AUTHORIZATIONS NECESSARY FOR THE LAWFUL CONDUCT OF THEIR RESPECTIVE BUSINESSES
UNDER, AND HAVE COMPLIED IN ALL MATERIAL RESPECTS WITH, APPLICABLE LAWS,
STATUTES, ORDERS, RULES OR REGULATIONS OF ANY REGULATORY AUTHORITY RELATING TO
THEM, OTHER THAN WHERE SUCH FAILURE TO HOLD OR SUCH NONCOMPLIANCE WILL NEITHER
RESULT IN A LIMITATION IN ANY MATERIAL RESPECT ON THE CONDUCT OF THEIR
RESPECTIVE BUSINESSES NOR OTHERWISE HAVE A MATERIAL ADVERSE EFFECT.
(B)
CMTY AND EACH CMTY SUBSIDIARY HAVE FILED ALL REPORTS, REGISTRATIONS AND
STATEMENTS, TOGETHER WITH ANY AMENDMENTS REQUIRED TO BE MADE WITH RESPECT
THERETO, THAT THEY WERE REQUIRED TO FILE WITH ANY REGULATORY AUTHORITY, AND HAVE
FILED ALL OTHER REPORTS AND STATEMENTS REQUIRED TO BE FILED BY THEM, INCLUDING
WITHOUT LIMITATION ANY REPORT OR STATEMENT REQUIRED TO BE FILED PURSUANT TO THE
LAWS, RULES OR REGULATIONS OF THE UNITED STATES, ANY STATE OR ANY REGULATORY
AUTHORITY, AND HAVE PAID ALL FEES AND ASSESSMENTS DUE AND PAYABLE IN CONNECTION
THEREWITH, EXCEPT WHERE THE FAILURE TO FILE SUCH REPORT, REGISTRATION OR
STATEMENT OR TO PAY SUCH FEES AND ASSESSMENTS, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(C)
NO REGULATORY AUTHORITY HAS