OF ITS PROPERTIES IS SUBJECT OR BOUND OR ANY LAW, REGULATION, JUDGMENT OR
GOVERNMENTAL OR NON-GOVERNMENTAL PERMIT OR LICENSE TO WHICH PURCHASER OR ANY OF
ITS PROPERTIES IS SUBJECT, (B) CONSTITUTE OR RESULT IN A BREACH OR VIOLATION OF,
OR A DEFAULT UNDER, THE LIMITED PARTNERSHIP AGREEMENT OR OTHER ORGANIZATIONAL
DOCUMENTS OF PURCHASER OR (C) REQUIRE ANY CONSENT OR APPROVAL UNDER ANY SUCH
AGREEMENT, LAW, REGULATION, JUDGMENT, GOVERNMENTAL OR NON-GOVERNMENTAL PERMIT OR
LICENSE (OTHER THAN THOSE CONTEMPLATED BY (4.9(A)), EXCEPT, IN THE CASE OF
CLAUSES (A) OR (C) ABOVE, FOR ANY BREACH, VIOLATION, DEFAULT, ACCELERATION,
CREATION, CHANGE, CONSENT OR APPROVAL THAT, INDIVIDUALLY OR IN THE AGGREGATE, IS
NOT REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF
PURCHASER TO TIMELY CONSUMMATE THE TRANSACTION.
4.10
AVAILABLE FUNDS.
PURCHASER HAS OR AT CLOSING WILL HAVE AVAILABLE
TO IT ALL FUNDS NECESSARY FOR THE PAYMENT TO THE COMPANY OF THE AGGREGATE
PURCHASE PRICE.
SECTION 5
Pre-Closing Covenants
5.1
REASONABLE BEST EFFORTS.
SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT, EACH OF THE COMPANY AND PURCHASER AGREES TO COOPERATE WITH THE
OTHER AND USE ITS REASONABLE BEST EFFORTS IN GOOD FAITH TO TAKE, OR CAUSE TO BE
TAKEN, ALL ACTIONS, AND TO DO, OR CAUSE TO BE DONE, ALL THINGS NECESSARY,
PROPER, DESIRABLE, OR ADVISABLE ON ITS PART UNDER THIS AGREEMENT OR UNDER
APPLICABLE LAWS TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTION AS PROMPTLY AS
PRACTICABLE, INCLUDING THE SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 8
HEREOF.
5.2
PRESS RELEASES.
THE INITIAL PRESS RELEASE ISSUED BY THE COMPANY
AND PURCHASER CONCERNING THE TRANSACTION AND THIS AGREEMENT SHALL BE A JOINT
PRESS RELEASE, AND THEREAFTER THE COMPANY AND PURCHASER SHALL CONSULT WITH EACH
OTHER BEFORE ISSUING ANY PRESS RELEASE WITH RESPECT TO THE TRANSACTION OR THIS
AGREEMENT AND SHALL NOT ISSUE ANY SUCH PRESS RELEASE OR MAKE ANY SUCH PUBLIC
STATEMENTS WITHOUT THE PRIOR CONSENT OF THE OTHER PARTY, WHICH CONSENT SHALL NOT
BE UNREASONABLY WITHHELD OR DELAYED; PROVIDED, HOWEVER, THAT A
9
PARTY MAY, WITHOUT THE PRIOR CONSENT OF THE OTHER PARTY (BUT AFTER SUCH
CONSULTATION, TO THE EXTENT PRACTICABLE IN THE CIRCUMSTANCES), ISSUE SUCH PRESS
RELEASE OR MAKE SUCH PUBLIC STATEMENTS AS MAY UPON THE ADVICE OF OUTSIDE COUNSEL
BE REQUIRED BY LAW OR THE RULES OR REGULATIONS OF THE NASDAQ STOCK MARKET OR THE
SEC OR ANY OTHER APPLICABLE REGULATION.
5.3
BANK REGULATORY APPLICATIONS.
(A)
WITHOUT LIMITING THE
GENERALITY OF SECTION 5.1, PURCHASER SHALL USE ITS REASONABLE BEST EFFORTS TO
PREPARE AND FILE ON BEHALF OF IT AND ANY OF ITS SUBSIDIARIES OR AFFILIATES, AND,
TO THE EXTENT NECESSARY, THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO
PREPARE AND FILE ON BEHALF OF IT OR ANY COMPANY SUBSIDIARY OR AFFILIATE, ALL
DOCUMENTATION TO EFFECT ALL NECESSARY NOTICES, REPORTS AND OTHER FILINGS AND TO
OBTAIN ALL PERMITS, CONSENTS, APPROVALS AND AUTHORIZATIONS NECESSARY OR
ADVISABLE TO BE OBTAINED FROM ANY THIRD PARTIES AND/OR GOVERNMENTAL AUTHORITIES
IN ORDER TO CONSUMMATE THE TRANSACTION, INCLUDING, WITHOUT LIMITATION, ANY
APPLICATION OR