the financial condition, results of operations, business affairs or prospects of the Company, the MHCs, the Bank and the Subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, (B) except for transactions specifically referred to or contemplated in the Registration Statement and Prospectus, there have been no transactions entered into by the Company, the MHCs or the Bank, other than those in the ordinary course of business consistent with past practice, which are material with respect to the Company, the MHCs, the Bank and the Subsidiaries, considered as one enterprise, (C) the capitalization, liabilities, assets, properties and business of the Company, the MHCs and the Bank conform in all material respects to the descriptions contained in the Prospectus and none of the Company, the MHCs or the Bank has any material liabilities of any kind, contingent or otherwise, except as disclosed in the Registration Statement or the Prospectus and (D) none of the Company, the MHCs or the Bank will have issued any securities or incurred any liability or obligation, direct or 8 contingent, or borrowed money, except borrowings in the ordinary course of business consistent with past practice from the same or similar sources and in similar amounts as indicated in the Prospectus. (xvi) The Company, upon completion of its formation, and in any event no later than Closing Time will be duly organized and validly existing as a federal stock holding company chartered under the laws of the United States of America with full corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement and the Prospectus, and to enter into and perform its obligations under this Agreement and the transactions contemplated hereby. The Company, upon completion of its formation, and