Federal Reserve means the Board of Governors of the Federal Reserve System.
FHLB means the Federal Home Loan Bank.
GAAP means U.S. generally accepted accounting principles.
Governmental Entity means any domestic or foreign governmental or regulatory authority, agency, court, commission, or other administrative entity or SRO.
Hazardous Material means any substance (whether solid, liquid or gas) that is detrimental to human health or safety or to the environment, currently or hereafter listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, under any Environmental Law, whether by type or by quantity, including any substance containing any such substance as a component. Hazardous Material includes, without limitation, any toxic waste, pollutant, contaminant, hazardous substance, toxic substance, hazardous waste, special waste, industrial substance, oil or petroleum, or any derivative or by-product thereof, radon, radioactive material, asbestos, asbestos-containing material, urea formaldehyde foam insulation, lead and polychlorinated biphenyl.
IRC means the Internal Revenue Code of 1986, as amended.
IRS means the Internal Revenue Service.
Knowledge means, with respect to Purchaser, the actual knowledge of those senior officers set forth in Purchasers Disclosure Letter and, with respect to the Company, the actual knowledge of those senior officers set forth in the Companys Disclosure Letter.
Lien means any charge, mortgage, pledge, security interest, claim, lien or encumbrance.
Loan means a loan, lease, advance, credit enhancement, guarantee, participation interest in a loan, or other extension of credit.
Loan Property means any property in which the applicable party (or a Subsidiary of it) holds a security interest and, where required by the context, includes the owner or operator of such property, but only with respect to such property.
Material Adverse Effect means an effect, circumstance, occurrence or change that, individually or in the aggregate, (A) has had or would reasonably be expected to have, a material adverse effect to the business, financial condition or results of operations of the Company or Purchaser, as the context may dictate, and its Subsidiaries, taken as a whole, or (B) prevents or materially impairs the ability of either the Company or Purchaser, as the context may dictate, to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement; provided, however, that, in the case of clause (A) only, any such effect, circumstance, occurrence or change resulting from any (i) changes, after the date hereof, in laws, rules or regulations or GAAP or regulatory accounting requirements or interpretations thereof that apply to financial and/or depository institutions and/or their holding companies generally, (ii) changes, after the date hereof, in economic conditions affecting financial institutions