indenture, lease, contract, agreement or other instrument applicable to FFIN or any Subsidiary of FFIN, or their respective assets, operations, properties or businesses now conducted or
heretofore conducted, or (iii) any permit, concession, grant, franchise, license, authorization, judgment, writ, injunction, Order, decree or award of any Governmental Entity applicable in any material respect to FFIN or any Subsidiary of FFIN
or their respective assets, operations, properties or businesses now conducted or heretofore conducted.
(c) Except
as set forth on Confidential Schedule 4.05, the execution, delivery and (provided the required regulatory approvals are obtained) performance of this Agreement and the other agreements contemplated hereby, and the completion of the
transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the FFIN Constituent Documents,
(ii) any material mortgage, indenture, lease, contract, agreement or other instrument applicable to FFIN or any Subsidiary of FFIN, or their respective assets, operations, properties or businesses, or (iii) any material permit, concession,
grant, franchise, license, authorization, judgment, writ, injunction, Order, decree, statute, Law, ordinance, rule or regulation applicable to FFIN or any Subsidiary of FFIN or their respective assets, operations, properties or businesses.
Section 4.06 Undisclosed Liabilities. FFIN has no material liability or
obligation, accrued, absolute, contingent or otherwise and whether due or to become due (including, without limitation, unfunded obligations under any employee benefit plan maintained by FFIN or liabilities for federal, state or local taxes or
assessments) that are not reflected in or disclosed in the FFIN SEC Reports, except those liabilities and expenses incurred in the ordinary course of business and consistent with past business practices since the date of the latest balance sheet of
FFIN included in the FFIN SEC Reports, and that are not, individually or in the aggregate, material to FFIN.
Section 4.07 Litigation.
(a) Except as set forth on Confidential Schedule 4.07, FFIN is not a party to any, and there are no
pending or, to the Knowledge of FFIN, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against FFIN or FFB that are reasonably likely, individually or in the
aggregate, to result in a Material Adverse Change as to FFIN or FFB, nor, to the Knowledge of FFIN, is there any basis for any proceeding, claim or any action against FFIN or FFB that would be reasonably likely, individually or in the aggregate, to
result in a Material Adverse Change as to FFIN or FFB. There is no Order, imposed upon FFIN of FFB or the assets or property of FFIN of FFB that has resulted in, or is reasonably likely to result in, a Material Adverse Change as to FFIN or FFB.
(b) No legal action, suit or proceeding or judicial, administrative or governmental investigation is pending or, to the
Knowledge of FFIN, threatened against FFIN that questions or might question the validity of this Agreement or the agreements contemplated hereby or any actions taken or to be taken by FFIN pursuant hereto or thereto or seeks to enjoin or otherwise
restrain the transactions contemplated hereby or thereby.
Section 4.08 Consents and Approvals. Except for (a) the filing of
applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve under the BHCA and approval of such applications, filings and notices, (c) the
filing of applications, filings and notices, as applicable, with the TDB and OCC in connection with the Bank Merger, and approval of such applications, filings and notices, (d) the filing with the SEC of (i) any filings under applicable
requirements of the Exchange Act, including the filing of the Proxy Statement/Prospectus, and (ii) the Registration Statement and declaration of effectiveness of the Registration Statement, (e) the filing of the certificates of merger with
the Texas Secretary of State pursuant to the requirements of the TBOC, and (f) such filings and approvals as are required to be made or obtained under the securities or Blue Sky Laws of various states in connection with the issuance
of shares of FFIN Stock pursuant to this Agreement and the approval of the listing of such FFIN Stock on the NASDAQ, no consents, Orders or approvals of or filings or registrations with any Governmental Entity are necessary in connection with
(A) the execution and delivery by FFIN and Merger Sub of this Agreement, or (B) the consummation by FFIN and Merger Sub of the transactions contemplated by this Agreement. As of the
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