Common use of CONDITIONS TO THE OBLIGATIONS Clause in Contracts

CONDITIONS TO THE OBLIGATIONS. of United Under this Agreement. The obligations of United under this Agreement shall be further subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions: (a) Representations and Warranties; Performance of Obligations of Raritan and Bank. The representations and warranties of Raritan contained in this Agreement, other than representations and warranties which are expressly stated to be made as of the date hereof or as of any other particular date, shall be true and correct on the Closing Date as though made on and as of the Closing Date. Raritan shall have performed in all material respects the agreements, covenants and obligations necessary to be performed by it prior to the Closing Date. With respect to any representation or warranty which as of the Closing Date has required a supplement or amendment to the Raritan Disclosure Schedule to render such representation or warranty true and correct as of the Closing Date, the representation and warranty shall be deemed true and correct as of the Closing Date only if (i) the information contained in the supplement or amendment to the Disclosure Schedule related to events occurring following the execution of this Agreement and (ii) the facts disclosed in such supplement or amendment would not either alone, or together with any other supplements or amendments to the Raritan Disclosure Schedule, materially adversely effect the representation as to which the supplement or amendment relates. In interpreting this Section 6.2(a) and Section 7.1(d) hereof, no representation or warranty of Raritan shall be deemed untrue or incorrect, and Raritan shall not be deemed to have breached a representation or warranty, as a consequence of any fact, event or circumstance unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of Raritan contained in this Agreement has had or is reasonably likely to have a material adverse effect on Raritan and the Bank, taken as a whole, from that disclosed by Raritan on the date of this Agreement.

CONDITIONS TO THE OBLIGATIONS. of United Under this Agreement. The obligations of United under this Agreement hereunder shall be further subject to the satisfaction or waiver, at due performance by the parties of the obligations and agreements to be performed hereunder on or prior to the Effective TimeClosing Date and to the accuracy of and compliance with the representations contained herein, as of the date hereof and as of the Closing Date, and are also subject to the following conditions: (a) Representations There shall be delivered to the Purchaser on or prior to the Closing Date a duly certified copy of the Ordinance, the Indenture, the Base Lease, the Lease, the Development and Warranties; Performance of Obligations of Raritan and Bank. The representations and warranties of Raritan contained in this Agreement, other than representations this Bond Purchase Agreement and warranties which are expressly stated to be made as of the date hereof or as of any other particular dateinstrument contemplated thereby, and such documents shall be true in full force and correct effect and shall not have been modified or changed except as may have been agreed to in writing by the Purchaser. (b) The City shall confirm on the Closing Date as though made on by a certificate that at and as of the Closing Date. Raritan shall have performed in Date the City has taken all material respects the agreements, covenants and obligations action necessary to be performed by it prior issue the Bonds and that there is no controversy, suit or other proceeding of any kind pending or, to its knowledge, threatened against the City wherein any question is raised affecting in any way the legal organization of the City or the legality of any official act shown to have been done in the transcript of proceedings leading up to the Closing Date. With respect to any representation or warranty which as issuance of the Closing Date has required a supplement Bonds, or amendment the constitutionality or validity of the obligations represented by the Bonds or the validity of the Bonds or any proceedings in relation to the Raritan Disclosure Schedule to render such representation issuance or warranty true and correct as of sale thereof. (c) The Purchaser shall execute a certificate, dated the Closing Date, to the representation and warranty shall be deemed true and correct as effect that (1) no litigation, proceeding or investigation is pending against the Purchaser or its affiliates or, to the knowledge of the Closing Date only if Purchaser, threatened which would (iA) contest, affect, restrain or enjoin the information contained issuance, validity, execution, delivery or performance of the Bonds, or (B) in any way contest the supplement corporate existence or amendment powers of the Purchaser, (2) no litigation, proceeding or investigation is pending or, to the Disclosure Schedule related knowledge of the Purchaser, threatened against the Purchaser that could reasonably be expected to events occurring following adversely affect its ability to perform its obligations hereunder or under the execution of this Agreement Base Lease, the Lease or the Development and (ii) the facts disclosed in such supplement or amendment would not either alone, or together with any other supplements or amendments to the Raritan Disclosure Schedule, materially adversely effect the representation as to which the supplement or amendment relates. In interpreting this Section 6.2(a) and Section 7.1(d) hereof, no representation or warranty of Raritan shall be deemed untrue or incorrect, and Raritan shall not be deemed to have breached a representation or warranty, as a consequence of any fact, event or circumstance unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of Raritan contained in this Agreement has had or is reasonably likely to have a material adverse effect on Raritan and the Bank, taken as a whole, from that disclosed by Raritan on the date of this Performance Agreement.,

CONDITIONS TO THE OBLIGATIONS. of United Under this AgreementOF EACH PARTY. The obligations of United under this Agreement UPR, Anadarko and Subcorp to consummate the Merger shall be further subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions: (ai) Representations and Warranties; Performance of Obligations of Raritan and Bank. The representations and warranties of Raritan contained in this This Agreement, other than representations the Merger and warranties which are expressly stated to be made as of the date hereof or as of any other particular date, shall be true and correct on the Closing Date as though made on and as of the Closing Date. Raritan transactions contemplated hereby shall have performed in all material respects been approved and adopted by the agreements, covenants and obligations necessary to be performed by it prior to the Closing Date. With respect to any representation or warranty which as of the Closing Date has required a supplement or amendment to the Raritan Disclosure Schedule to render such representation or warranty true and correct as of the Closing Date, the representation and warranty shall be deemed true and correct as of the Closing Date only if (i) the information contained UPR Stockholders in the supplement or amendment to the Disclosure Schedule related to events occurring following the execution of this Agreement manner required by any Applicable Law, and (ii) the facts disclosed Share Issuance shall have been approved by the Anadarko Stockholders in such supplement the manner required by any Applicable Law and the applicable rules of the NYSE. (b) Any applicable waiting periods under the HSR Act relating to the Merger and the transactions contemplated by this Agreement shall have expired or amendment would not either alone, or together with been terminated and any other supplements approvals of any Governmental Authority shall have been obtained. (c) No provision of any applicable law or amendments to regulation and no judgment, injunction, order or decree shall prohibit or enjoin the Raritan Disclosure Scheduleconsummation of the Merger or the transactions contemplated by this Agreement or limiting the ownership or operation by Anadarko, materially adversely effect UPR or any of their respective subsidiaries of any material portion of the representation as to which the supplement business or amendment relates. In interpreting this Section 6.2(aassets of Anadarko or UPR. (d) and Section 7.1(d) hereof, no representation or warranty of Raritan shall be deemed untrue or incorrect, and Raritan There shall not be deemed pending any Action instituted by any Governmental Authority challenging or seeking to have breached a representation restrain or warranty, as a consequence prohibit the consummation of the Merger or any fact, event or circumstance unless such fact, event or circumstance, individually or taken together with all of the other facts, events or circumstances inconsistent with any representation or warranty of Raritan contained in this Agreement has had or is reasonably likely to have a material adverse effect on Raritan and the Bank, taken as a whole, from that disclosed transactions contemplated by Raritan on the date of this Agreement. (e) The Commission shall have declared the Registration Statement effective under the Securities Act, and no stop order or similar restraining order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission or any state securities administrator. (f) The Anadarko Common Shares to be issued in the Merger (including pursuant to Anadarko Exchange Options) shall have been approved for listing on the NYSE, subject to official notice of issuance. (g) UPR shall have received the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated on or prior to the effective date of the Registration Statement, to the effect that (i) the Merger will constitute a reorganization under section 368(a) of the Code, and (ii) UPR, Anadarko and Subcorp will each be a party to that reorganization. In rendering such opinion, counsel shall be entitled to rely on customary representation letters of UPR, Anadarko, Subcorp and others, in form and substance reasonably satisfactory to such counsel.

CONDITIONS TO THE OBLIGATIONS. of United Under this AgreementOF THE PLACEMENT AGENTS AND THE SALE OF THE UNITS. The respective obligations of United under this Agreement shall be further each Placement Agent, and the closing of the sale of the Units hereunder are subject to the satisfaction or waiveraccuracy, at or prior to when made and on the Effective TimeClosing Date, of the representations and warranties on the part of the Company and its subsidiaries contained herein, to the accuracy of the statements of the Company and its subsidiaries made in any certificates pursuant to the provisions hereof, to the performance by the Company and its subsidiaries of their obligations hereunder, and to each of the following additional terms and conditions: (a) Representations No stop order suspending the effectiveness of the Registration Statement shall have been issued and Warranties; Performance no proceedings for that purpose shall have been initiated or threatened by the Commission, and any request for additional information on the part of Obligations the Commission (to be included in the Registration Statement, the Base Prospectus or the Prospectus Supplement or otherwise) shall have been complied with to the reasonable satisfaction of Raritan the Representative. Any filings required to be made by the Company in accordance with Section 4(a) shall have been timely filed with the Commission. (b) The Placement Agents shall not have discovered and Bank. The representations disclosed to the Company on or prior to the Closing Date that the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, if any, or the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Placement Agents, is material or omits to state any fact which, in the opinion of such counsel, is material and warranties is required to be stated therein or is necessary to make the statements therein not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of Raritan contained in each of this Agreement, the Securities the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other than representations legal matters relating to this Agreement and warranties which are expressly stated to be made as of the date hereof or as of any other particular date, transactions contemplated hereby shall be true reasonably satisfactory in all material respects to counsel for the Placement Agents, and correct on the Closing Date as though made on Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) The Placement Agents shall have received from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Dodge LLP, corporate counsel for the Company such counsel’s written opinion, addressed to the Placement Agents dated as of the Closing Date, in form and substance reasonably satisfactory to the Representative as set forth in Exhibit B attached hereto. Raritan Such counsel shall also have performed furnished to the Placement Agents a written statement, addressed to the Placement Agents and dated the Closing Date, in all form and substance satisfactory to the Placement Agents, to the effect that (x) such counsel has acted as counsel to the Company in connection with the preparation of the Registration Statement, (y) based on such counsel’s examination of the Registration Statement and such counsel’s investigations made in connection with the preparation of the Registration Statement and conferences with certain officers and employees of and with auditors for and counsel to the Company, nothing has come to such counsel’s attention that has caused it to believe that (I) the Registration Statement, as of its effective date, contained any untrue statement of a material respects the agreements, covenants and obligations necessary fact or omitted to state any material fact required to be performed stated therein or necessary in order to make the statements therein not misleading, or that the Base Prospectus, the Time of Sale Prospectus, if any, or the Prospectus Supplement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (II) any document incorporated by it reference in the Base Prospectus, the Time of Sale Prospectus, if any, or the Prospectus Supplement or any further amendment or supplement to any such Incorporated Document made by the Company prior to the Closing Date. With , when they became effective or were filed with the Commission, as the case may be, contained, in the case of a registration statement which became effective under the Securities Act, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or, in the case of other documents which were filed under the Exchange Act with the Commission, any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements, schedules or other financial data contained in the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, if any, or the Prospectus Supplement. (e) The Placement Agents shall have received from Brown Raysman ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, such opinion or opinions, dated the Closing Date and addressed to the Placement Agents, with respect to the issuance and sale of the Units, the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement (together with any representation or warranty which supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (f) The Company shall have furnished to the Placement Agents a certificate, dated as of the Closing Date Date, executed by its Chairman of the Board, its Chief Executive Officer or a Senior Vice President and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement and, in their opinion, the Registration Statement (including the Base Prospectus) as of its effective date, the Time of Sale Prospectus, if any, as of its effective date, and the Prospectus Supplement, as of each such effective date, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) since the effective date of the Registration Statement no event has required occurred which should have been but was not set forth in a supplement or amendment to the Raritan Disclosure Schedule Registration Statement, the Base Prospectus, the Time of Sale Prospectus, if any, or the Prospectus Supplement, (iii) to render such representation or warranty true and correct the best of their knowledge after reasonable investigation, as of the Closing Date, the representation representations and warranty shall be deemed warranties of the Company and its subsidiaries in this Agreement are true and correct and the Company and its subsidiaries have complied with all agreements and covenants contained in this Agreement and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iv) subsequent to the date of the most recent financial statements included or incorporated by reference in the Base Prospectus, there has been no change in the financial position or results of operation of the Company and its subsidiaries that would have a Material Adverse Effect, or any change, or any development including a prospective change, in or affecting the condition (financial or otherwise), results of operations, business or prospects of the Company and its subsidiaries taken as a whole, except as set forth in the Base Prospectus, and (v) the Registration Statement became effective on November 14, 2005, and to their knowledge, as of the Closing Date only if (I) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been commenced or are pending before or are contemplated by the Commission and (II) no action has been taken by any governmental agency, body or official, and no injunction, restraining order or order of any nature by any federal or state court has been issued, which would prevent the issuance of the Units. (g) At the time of the execution of this Agreement, the Placement Agents shall have received from PricewaterhouseCoopers LLP a letter, addressed to the Placement Agents and dated such date, in form and substance satisfactory to the Representative and PricewaterhouseCoopers LLP (i) confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the Rules and Regulations and (ii) stating the conclusions and findings of such firm with respect to the financial statements and certain financial information contained or incorporated by reference in the supplement or amendment Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement. (h) On the Closing Date, the Placement Agents shall have received a letter (the “bring-down letter”) from PricewaterhouseCoopers LLP addressed to the Disclosure Schedule related Placement Agents, and dated the Closing Date confirming, as of the date of the bring-down letter (or, with respect to events occurring following matters involving changes or developments since the respective dates as of which specified financial information is given in the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement as of a date not more than three Business Days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by its letter delivered to the Placement Agents concurrently with the execution of this Agreement pursuant to Section 6(g). (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Base Prospectus, any loss or interference with its business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Base Prospectus and the Time of Sale Prospectus, if any, and (ii) since such date there shall not have been any change in the facts disclosed in such supplement capital stock or amendment would not either alonelong-term debt of the Company or any of its subsidiaries or any change, or together any development involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, otherwise than as set forth in or contemplated by the Base Prospectus, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Units on the terms and in the manner contemplated by the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement. (j) The Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares and the Warrant Shares shall be listed and admitted and authorized for trading on Nasdaq, and satisfactory evidence of such actions shall have been provided to the Representative. The Company shall have taken no action designed to, or likely to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from Nasdaq, nor has the Company received any information suggesting that the Commission or Nasdaq is contemplating terminating such registration or listing. (k) At the Execution Time, the Company shall have furnished to the Representative a letter substantially in the form of Exhibit C hereto from each executive officer and director of the Company. (l) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the Nasdaq National Market or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or minimum or maximum prices or maximum ranges for prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other supplements regulatory body or amendments governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities in which it is not currently engaged, the subject of an act of terrorism, there shall have been an escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred any other calamity or crisis or any change in general economic, political or financial conditions in the United States or elsewhere, if the effect of any such event in clause (iii) or (iv) makes it, in the sole judgment of the Representative, impracticable or inadvisable to proceed with the sale or delivery of the Units on the terms and in the manner contemplated by the Base Prospectus and the Prospectus Supplement. (m) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Units or materially and adversely affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Units or materially and adversely affect or potentially and adversely affect the business or operations of the Company. (n) The Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the Raritan Disclosure ScheduleOffering, materially adversely including as an exhibit thereto this Agreement. (o) The Company shall have entered into Subscription Agreements with each of the Purchasers and such agreements shall be in full force and effect and shall contain representations and warranties of the representation as to which Company, including, in substance, those made by the supplement or amendment relates. In interpreting this Section 6.2(aCompany under Sections 2(a), (b), (e) through (i), (n) and Section 7.1(d(o) hereof. (p) The NASD shall have raised no objection to the fairness and reasonableness of the placement agent terms and arrangements. (q) Prior to the Closing Date, no representation the Company shall have furnished to the Placement Agents such further information, certificates and documents as the Representative may reasonably request. All opinions, letters, evidence and certificates mentioned above or warranty of Raritan elsewhere in this Agreement shall be deemed untrue or incorrect, to be in compliance with the provisions hereof only if they are in form and Raritan shall not be deemed substance reasonably satisfactory to have breached a representation or warranty, as a consequence of any fact, event or circumstance unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of Raritan contained in this Agreement has had or is reasonably likely to have a material adverse effect on Raritan and counsel for the Bank, taken as a whole, from that disclosed by Raritan on the date of this AgreementPlacement Agents.

CONDITIONS TO THE OBLIGATIONS. of United Under this AgreementOF THE UNDERWRITER, AND THE SALE OF THE UNITS. The obligations of United under this Agreement shall be further the Underwriter hereunder, and the Closing of the sale of the Units, are subject to the satisfaction or waiveraccuracy, at or prior to when made and as of the Effective TimeApplicable Time and on the Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) Representations No stop order suspending the effectiveness of the Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and Warrantiesno proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission (to be included or incorporated by reference in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Underwriter; Performance the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus, if any, and the Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 5(a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission; and FINRA shall have raised no objection to the fairness and reasonableness of Obligations the terms of Raritan this Agreement or the transactions contemplated hereby. (b) The Underwriter shall not have discovered and Bank. The representations disclosed to the Company on or prior to the Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriter, is material or omits to state any fact which, in the opinion of such counsel, is material and warranties is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of Raritan contained fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement, the Units, the Registration Statement, the General Disclosure Package, each Issuer Free Writing Prospectus, if any, and the Prospectus and all other than representations legal matters relating to this Agreement and warranties which the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) ▇▇▇▇▇▇ Godward Kronish LLP shall have furnished to the Underwriter such counsel’s written opinion and negative assurances statement, as counsel to the Company, addressed to the Underwriter and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriter. (e) The Company’s general counsel shall have furnished to the Underwriter, such counsel’s written opinion, with respect to intellectual property matters, addressed to the Underwriter dated the Closing Date, in form and substance reasonably satisfactory to the Underwriter. (f) The Underwriter shall have received from Proskauer Rose LLP, counsel for the Underwriter, such opinion or opinions and negative assurances statement, dated the Closing Date, with respect to such matters as the Underwriter may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters. (g) At the time of the execution of this Agreement, the Underwriter shall have received from Ernst & Young LLP a letter, addressed to the Underwriter, executed and dated such date, in form and substance satisfactory to the Underwriter (i) confirming that they are expressly stated an independent registered accounting firm with respect to be made the Company and its subsidiaries within the meaning of the Securities Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. (h) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Underwriter shall have received a letter (the “Bring-Down Letter”) from Ernst & Young LLP addressed to the Underwriter and dated the Closing Date confirming, as of the date hereof of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Underwriter concurrently with the execution of this Agreement pursuant to paragraph (g) of this Section 7. (i) The Company shall have furnished to the Underwriter a certificate, dated the Closing Date, of its Chairman of the Board, Chief Executive Officer or its President and its Chief Financial Officer or a Vice President of Finance, each in his capacity as an officer of the Company, stating that (i) such officers have carefully examined the Registration Statement, the General Disclosure Package, any other particular datePermitted Free Writing Prospectus and the Prospectus and, shall be true in their opinion, the Registration Statement and correct on each amendment thereto, at the Applicable Time and as of the date of this Agreement and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as though made on of the Applicable Time and as of the Closing Date. Raritan shall have performed in all material respects the agreements, covenants and obligations necessary to be performed by it prior to the Closing Date. With respect to any representation or warranty which Permitted Free Writing Prospectus as of the Closing Date has required a supplement or amendment to the Raritan Disclosure Schedule to render such representation or warranty true its date and correct as of the Closing Date, the representation Prospectus and warranty shall be deemed true each amendment or supplement thereto, as of the respective date thereof and correct as of the Closing Date only if (i) Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the information contained statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement, the General Disclosure Schedule related to events occurring following Package or the execution of this Agreement and Prospectus that has not been so set forth therein, (ii) the facts disclosed in such supplement or amendment would not either alone, or together with any other supplements or amendments to the Raritan Disclosure Schedulebest of their knowledge after reasonable investigation, materially adversely effect as of the representation as to which Closing Date, the supplement or amendment relates. In interpreting representations and warranties of the Company in this Section 6.2(a) Agreement are true and Section 7.1(d) hereofcorrect in all material respects, no except that any such representation or warranty of Raritan shall be deemed untrue or incorrecttrue and correct in all respects where such representation and warranty is qualified with respect to materiality, and Raritan shall not be deemed to have breached a representation or warranty, as a consequence of any fact, event or circumstance unless such fact, event or circumstance, individually or taken together the Company has complied with all other factsagreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, events and (iii) there has not been, subsequent to the date of the most recent audited financial statements included or circumstances inconsistent with incorporated by reference in the General Disclosure Package, any representation or warranty of Raritan contained in this Agreement has had or is reasonably likely to have a material adverse effect on Raritan change in the financial position or results of operations of the Company and the Bankits subsidiaries, taken as a whole, from that disclosed by Raritan on or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company and its subsidiaries taken as a whole, except as set forth in the Prospectus. (j) Since the date of the latest audited financial statements included in the General Disclosure Package or incorporated by reference in the General Disclosure Package as of the date hereof, (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the General Disclosure Package, and (ii) there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries, or any change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth in the General Disclosure Package, the effect of which, in any such case described in clause (i) or (ii) of this paragraph (j), is, in the judgment of the Underwriter, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Units on the terms and in the manner contemplated in the General Disclosure Package. (k) No action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Units or result in a Material Adverse Effect on the business or operations of the Company or its subsidiaries, taken as a whole; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Units or result in a Material Adverse Affect on the business or operations of the Company or its subsidiaries, taken as a whole. (l) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, NASDAQ GM or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Underwriter, impracticable or inadvisable to proceed with the sale or delivery of the Units on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (m) The Company shall have filed a Notification: Listing of Additional Shares with the NASDAQ GM and shall have received no objection thereto from the NASDAQ GM. (n) The Underwriter shall have received the written agreements, substantially in the form of Exhibit B hereto, of the executive officers and directors of the Company listed in Schedule B to this Agreement. (o) The Underwriter shall have received clearance from FINRA as to the amount of compensation allowable or payable to the Underwriter as described in the Pricing Prospectus. (p) Prior to the Closing Date, the Company shall have furnished to the Underwriter such further information, opinions, certificates (including a Secretary’s Certificate), letters or documents as the Underwriter shall have reasonably requested. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter.

CONDITIONS TO THE OBLIGATIONS. of United Under this AgreementOF THE UNDERWRITER, AND THE SALE OF THE SHARES. The obligations of United under this Agreement shall be further the Underwriter hereunder, and the closing of the sale of the Closing Securities, are subject to the satisfaction or waiveraccuracy, at or prior to when made and as of the Effective TimeApplicable Time and on the Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) Representations No stop order suspending the effectiveness of the Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and Warrantiesno proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission (to be included or incorporated by reference in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Underwriter; Performance each Issuer Free Writing Prospectus, if any, and the Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 4(a); and FINRA shall have raised no objection to the fairness and reasonableness of Obligations the terms of Raritan this Agreement or the transactions contemplated hereby. (b) The Underwriter shall not have discovered and Bank. The representations disclosed to the Company on or prior to the Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Underwriter, is material or omits to state any fact which, in the opinion of such counsel, is material and warranties is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of Raritan contained fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents, the Securites, the Registration Statement, the General Disclosure Package, each Issuer Free Writing Prospectus, if any, and the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory to counsel for the Underwriter, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C shall have furnished to the Underwriter such counsel’s written opinion and negative assurances statement, as counsel to the Company, addressed to the Underwriter and dated the Closing Date, in form and substance satisfactory to the Underwriter. (e) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Company with respect to patents and proprietary rights, shall have furnished to the Underwriter its opinion and negative assurance letter, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter. (f) ▇▇▇▇▇▇▇ Procter LLP, special counsel for the Company with respect to patents and proprietary rights, shall have furnished to the Underwriter its opinion and negative assurance letter, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter. (g) At the time of the execution of this Agreement, other than representations the Underwriter shall have received from Deloitte & Touche LLP a letter, addressed to the Underwriter, executed and warranties which dated such date, in form and substance satisfactory to the Underwriter (A) confirming that they are expressly stated an independent registered accounting firm with respect to be made the Company and its subsidiaries within the meaning of the Securities Act and the Rules and Regulations and PCAOB and (B) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to Underwriter, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. (h) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Underwriter shall have received a letter (the “Bring-Down Letter”) from Deloitte & Touche LLP addressed to the Underwriter and dated the Closing Date confirming, as of the date hereof of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to Underwriter, with respect to the financial information and other matters covered by its letter delivered to the Underwriter concurrently with the execution of this Agreement pursuant to paragraph (h) of this Section 6. (i) The Company shall have furnished to the Underwriter a certificate, dated the Closing Date, of its Chairman of the Board, Chief Executive Officer or its President and its Chief Financial Officer or a Vice President of Finance, each in his or her capacity as an officer of the Company, stating that (i) such officers have carefully examined the Registration Statement, the General Disclosure Package, any other particular datePermitted Free Writing Prospectus and the Prospectus and, shall be true in their opinion, the Registration Statement and correct on each amendment thereto, at the Applicable Time and as of the date of this Agreement and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as though made on of the Applicable Time and as of the Closing Date. Raritan shall have performed in all material respects the agreements, covenants and obligations necessary to be performed by it prior to the Closing Date. With respect to any representation or warranty which Permitted Free Writing Prospectus as of the Closing Date has required a supplement or amendment to the Raritan Disclosure Schedule to render such representation or warranty true its date and correct as of the Closing Date, the representation Prospectus and warranty shall be deemed true each amendment or supplement thereto, as of the respective date thereof and correct as of the Closing Date only if (i) Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the information contained statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement, the General Disclosure Schedule related to events occurring following Package or the execution of this Agreement and Prospectus that has not been so set forth therein, (iiiii) the facts disclosed in such supplement or amendment would not either alone, or together with any other supplements or amendments to the Raritan Disclosure Schedule, materially adversely effect the representation as to which the supplement or amendment relates. In interpreting this Section 6.2(a) and Section 7.1(d) hereof, no representation or warranty best of Raritan shall be deemed untrue or incorrect, and Raritan shall not be deemed to have breached a representation or warrantytheir knowledge after reasonable investigation, as a consequence of any factthe Closing Date, event or circumstance unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty the representations and warranties of Raritan contained the Company in this Agreement are true and correct, and the Company has had complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or is reasonably likely satisfied hereunder at or prior to have the Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the General Disclosure Package, any material adverse change in the financial position or results of operations of the Company and its subsidiaries or any change or development that, singly or in the aggregate, would involve a material adverse effect on Raritan change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company and the Bank, its subsidiaries taken as a whole, from that disclosed by Raritan on except as set forth in the Prospectus. (j) Since the date of the latest audited financial statements included in the General Disclosure Package or incorporated by reference in the General Disclosure Package as of the date hereof, (i) neither the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute, otherwise than as set forth in the General Disclosure Package, and (ii) there shall not have been any change in the capital stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof; pursuant to the Company’s 2010 employee stock purchase plan or short-term or long-term debt of the Company or any of its subsidiaries, or any change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries otherwise than as set forth in the General Disclosure Package, the effect of which, in any such case described in clause (i) or (ii) of this paragraph (k), is, in the judgment of the Underwriter, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Shares on the terms and in the manner contemplated in the General Disclosure Package. (k) No action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Shares or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company or its subsidiaries and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company or its subsidiaries. (l) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i)(A) trading in securities generally on the New York Stock Exchange, NASDAQ CM or the American Stock Exchange or in the over-the-counter market, or (B) trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Underwriter, impracticable or inadvisable to proceed with the sale or delivery of the Shares on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (m) The Company shall have filed a Notification: Listing of Additional Shares with the NASDAQ CM and shall have received no objection thereto from the NASDAQ CM. (n) FINRA shall have provided a Conditional No Objection letter and a 415 Takedown No Objections letter, and the Underwriter shall have not received a written notification from FINRA which prevents the consummation of the Offering. (o) The Underwriter shall have received the Lock-Up Agreements of the executive officers and directors of the Company listed in Schedule B to this Agreement. (p) Prior to the Closing Date, the Company shall have furnished to the Underwriter such good standing certificates, secretary and officers’ certificates, or such other documents as the Underwriter shall have reasonably requested. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriter.