Common use of Authorized and Effective Agreement Clause in Contracts

Authorized and Effective Agreement. 5.4.1 Each of NewAlliance and NAB has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvals) to perform all of its obligations under this Agreement and the Bank Merger Agreement, as applicable. The execution and delivery of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NewAlliance and NAB. This Agreement has been duly and validly executed and delivered by NewAlliance and NAB and, assuming due authorization, execution and delivery by CBI and Cornerstone, constitutes the legal, valid and binding obligation of NewAlliance and NAB, enforceable against NewAlliance and NAB in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Bank Merger Agreement, upon execution and delivery by NAB, will have been duly and validly executed and delivered by NAB and, assuming due authorization and execution by Cornerstone, will constitute the legal, valid and binding obligation of NAB, enforceable against NAB in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 5.4.2 Neither the execution and delivery of this Agreement by NewAlliance or NAB, the execution and delivery of the Bank Merger Agreement by NAB, nor consummation of the transactions contemplated hereby or thereby, nor compliance by NewAlliance and NAB with any of the provisions hereof or thereof (i) does or will conflict with or result in a breach of any provisions of the Certificate of Incorporation or Bylaws of NewAlliance or the equivalent documents of any NewAlliance Subsidiary, (ii) except as set forth in Section 5.4.2(ii) of the NEWALLIANCE DISCLOSURE SCHEDULE, violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of NewAlliance or any NewAlliance Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which NewAlliance or any NewAlliance Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to NewAlliance or any NewAlliance Subsidiary. 5.4.3 Except as set forth in Section 5.4.3 of the NEWALLIANCE DISCLOSURE SCHEDULE and except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the Bank Regulators, (ii) the filing and effectiveness of the Merger Registration Statement with the SEC, (iii) the filing of the certificate of merger with respect to the merger of CBI with and into NewAlliance with the Secretary of State of the State of Delaware pursuant to the DGCL and the Connecticut Secretary of the State pursuant to the CGS in connection with the Merger, and (iv) the approval of the FDIC and the filing of a copy of the Bank Merger Agreement and a copy of the approval of the Commissioner of the Connecticut Department of Banking with the Connecticut Secretary of the State with respect to the Bank Merger, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of NewAlliance or NAB in connection with the execution and delivery by NewAlliance and NAB of this Agreement, the execution and delivery by NAB of the Bank Merger Agreement, the consummation of the Merger by NewAlliance, and the consummation of the Bank Merger by NAB. 5.4.4 As of the date hereof, NewAlliance has no Knowledge of any reasons relating to NewAlliance or NAB (including without limitation Community Reinvestment Act compliance) why all material consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement, and (ii) the continuation by NewAlliance and NAB after the Effective Time of the business of NewAlliance and NAB carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of NewAlliance and NAB, could have a Material Adverse Effect on the business of NewAlliance or NAB.

Authorized and Effective Agreement. 5.4.1 4.5.1 Each of NewAlliance CBI and NAB Cornerstone has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvalsapprovals and the approval of CBI’s shareholders of this Agreement) to perform all of its obligations under this Agreement and the Bank Merger Agreement, as applicable. The execution and delivery of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NewAlliance CBI and NABCornerstone, except for the approval of this Agreement by CBI’s shareholders. This Agreement has been duly and validly executed and delivered by NewAlliance CBI and NAB Cornerstone and, assuming due authorization, authorization and execution by NewAlliance and delivery by CBI and CornerstoneNAB, constitutes the legal, valid and binding obligation obligations of NewAlliance CBI and NABCornerstone, enforceable against NewAlliance CBI and NAB Cornerstone in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Bank Merger Agreement, upon execution and delivery by NABCornerstone, will have been duly and validly executed and delivered by NAB Cornerstone and, assuming due authorization and execution by CornerstoneNAB, will constitute the legal, valid and binding obligation of NABCornerstone, enforceable against NAB Cornerstone in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 5.4.2 4.5.2 Neither the execution and delivery of this Agreement by NewAlliance CBI or NABCornerstone, the execution and delivery of the Bank Merger Agreement by NABCornerstone, nor consummation of the transactions contemplated hereby or thereby, nor compliance by NewAlliance CBI and NAB Cornerstone with any of the provisions hereof or thereof (i) does or will conflict with or result in a breach of any provisions of the Certificate of Incorporation or Bylaws of NewAlliance CBI or the equivalent documents of any NewAlliance CBI Subsidiary, (ii) except as set forth in Section 5.4.2(ii4.5.2(ii) of the NEWALLIANCE CBI DISCLOSURE SCHEDULE, violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of NewAlliance CBI or any NewAlliance CBI Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which NewAlliance CBI or any NewAlliance CBI Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to NewAlliance CBI or any NewAlliance CBI Subsidiary. 5.4.3 4.5.3 Except as set forth in Section 5.4.3 4.5.3 of the NEWALLIANCE CBI DISCLOSURE SCHEDULE and except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the Bank Regulators, (ii) the filing and effectiveness of the Merger Registration Statement with the SEC, (iii) the approval of this Agreement by the requisite vote of the shareholders of CBI, (iv) the filing of the certificate of merger with respect to the merger of CBI with and into NewAlliance with the Secretary of State of the State of Delaware pursuant to the DGCL and the Connecticut Secretary of the State pursuant to the CGS in connection with the Merger, and (ivv) the approval of the FDIC and the filing of a copy of the Bank Merger Agreement and a copy of the approval of the Commissioner of the Connecticut Department of Banking with the Connecticut Secretary of the State with respect to the Bank Merger, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of NewAlliance CBI or NAB Cornerstone in connection with the execution and delivery by NewAlliance CBI and NAB Cornerstone of this Agreement, the execution and delivery by NAB Cornerstone of the Bank Merger Agreement, the consummation of the Merger by NewAllianceCBI, and the consummation of the Bank Merger by NABCornerstone. 5.4.4 4.5.4 As of the date hereof, NewAlliance neither CBI nor Cornerstone has no Knowledge of any reasons relating to NewAlliance CBI or NAB Cornerstone (including without limitation Community Reinvestment Act compliance) why all material consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and Merger or the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement Merger and the Bank Merger AgreementMerger, and (ii) the continuation by NewAlliance and NAB after the Effective Time of the business of NewAlliance CBI and NAB Cornerstone as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of NewAlliance and NABCBI, could have a Material Adverse Effect on the business of CBI or Cornerstone or materially impair the value of CBI and Cornerstone to NewAlliance or NAB.

Authorized and Effective Agreement. 5.4.1 Each of NewAlliance and NAB 5.3.1 USB has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, Agreement and (subject to receipt of all necessary governmental approvals) to perform all of its obligations under this Agreement and the Bank Merger Agreement, as applicable. The execution and delivery of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NewAlliance and NABUSB. This Agreement has been duly and validly executed and delivered by NewAlliance and NAB USB and, assuming due authorization, execution and delivery by CBI FLFC and CornerstoneFNB, constitutes the legal, valid and binding obligation of NewAlliance and NABUSB, enforceable against NewAlliance and NAB USB in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. The Bank Merger Agreement, upon execution and delivery by NABUSB, will have been duly and validly executed and delivered by NAB USB and, assuming due authorization authorization, execution and execution delivery by CornerstoneFLFC and FNB, will constitute constitutes the legal, valid and binding obligation of NABUSB, enforceable against NAB USB in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, insolvency and other laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. 5.4.2 5.3.2 Neither the execution and delivery of this Agreement by NewAlliance or NAB, the execution and delivery of the Bank Merger Agreement by NABAgreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by NewAlliance and NAB USB with any of the provisions hereof or thereof (i) does or will conflict with or result in a breach of any provisions of the Certificate of Incorporation or Bylaws of NewAlliance or the equivalent documents of any NewAlliance SubsidiaryUSB, (ii) except as set forth in Section 5.4.2(ii) of the NEWALLIANCE DISCLOSURE SCHEDULE, violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of NewAlliance or any NewAlliance Subsidiary USB pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which NewAlliance or any NewAlliance Subsidiary USB is a party, or by which any of their respective its properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and Board of Director approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to NewAlliance or any NewAlliance SubsidiaryUSB. 5.4.3 5.3.3 Except as set forth in Section 5.4.3 of the NEWALLIANCE DISCLOSURE SCHEDULE and except for (i) the filing of applications and notices with, and the consents and approvals ofapprovals, as applicable, of the Bank Regulators, (ii) the filing and effectiveness of the Merger Registration Statement with the SEC, (iii) the filing of the certificate certificates of merger with respect to the merger of CBI with and into NewAlliance with the Secretary of State of the State of Delaware pursuant to the DGCL and the Connecticut Secretary of State of the State of Connecticut pursuant to the CGS CBCA in connection with the Merger, and (iviii) the approval of the FDIC and the filing of a copy of the Bank Merger Agreement and a copy of the approval of the Commissioner commissioner of the Connecticut Department of Banking with the Connecticut Secretary of the State in connection with respect the Bank Merger pursuant to the Bank MergerConnecticut Revised Nonstock Corporation Act and other applicable law, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of NewAlliance or NAB USB in connection with the execution and delivery by NewAlliance and NAB of this Agreement, the execution and delivery by NAB of Agreement or the Bank Merger Agreement, the consummation of the Merger by NewAllianceAcquisition Corporation, and the consummation of the Bank Merger by NABUSB. 5.4.4 5.3.4 As of the date hereof, NewAlliance has no Knowledge USB is not aware of any reasons relating to NewAlliance or NAB (including without limitation Community Reinvestment Act compliance) USB why all material consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement, and (ii) the continuation by NewAlliance and NAB after the Effective Time of the business of NewAlliance and NAB carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of NewAlliance and NAB, could have a Material Adverse Effect on the business of NewAlliance or NAB.

Authorized and Effective Agreement. 5.4.1 Each of NewAlliance and NAB (a) SNC has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvalsgovernment approvals and receipt of required approval of shareholders of SNC of this Agreement and the Plan of Merger) to perform all of its obligations under this Agreement, the SNC Option Agreement and the Bank Merger UCB Option Agreement, as applicable. The execution and delivery of this Agreement Reorganization Agreement, the Articles of Merger and the Bank Merger Agreement said Option Agreements, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NewAlliance SNC, except in the case of this Agreement and NABthe Plan of Merger, the approval of SNC shareholders pursuant to and to the extent required by applicable law or regulation. This Agreement has been duly and validly executed and delivered by NewAlliance and NAB and, assuming due authorization, execution and delivery by CBI and Cornerstone, constitutes the Plan of Merger attached hereto constitute legal, valid and binding obligation obligations of NewAlliance SNC, and NAB, each is enforceable against NewAlliance and NAB SNC in accordance with its terms, subject, as in each case subject to enforceability, to (i) bankruptcy, insolvency and insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws of general applicability in effect from time to time relating to or affecting the enforcement of the rights of creditors’ rights ; and to (ii) general equity principles. The Bank Merger Agreement, upon execution and delivery by NAB, will have been duly and validly executed and delivered by NAB and, assuming due authorization and execution by Cornerstone, will constitute the legal, valid and binding obligation principles of NAB, enforceable against NAB in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvencyequity, and other laws except that the availability of general applicability relating to remedies or affecting creditors’ rights and to general equity principlesinjunctive relief is within the discretion of the appropriate court. 5.4.2 (b) Neither the execution and delivery of this Agreement by NewAlliance or NABAgreement, the execution and delivery of SNC Option Agreement or the Bank Merger Agreement by NABUCB Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by NewAlliance and NAB SNC with any of the provisions hereof or thereof shall (i) does or will conflict with or result in a breach of any provisions provision of the Certificate articles of Incorporation incorporation or Bylaws bylaws of NewAlliance SNC or the equivalent documents of any NewAlliance SNC Subsidiary, (ii) except as set forth in Section 5.4.2(ii) of the NEWALLIANCE DISCLOSURE SCHEDULE, violate, conflict with constitute or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of NewAlliance SNC or any NewAlliance SNC Subsidiary pursuant to, to any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to obligation, which NewAlliance would have a material adverse effect on the business, operations or any NewAlliance Subsidiary is financial condition of SNC and the SNC Subsidiaries taken as a party, or by which any of their respective properties or assets may be bound or affectedwhole, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to NewAlliance SNC or any NewAlliance SNC Subsidiary. 5.4.3 Except as set forth in Section 5.4.3 of the NEWALLIANCE DISCLOSURE SCHEDULE and except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the Bank Regulators, (ii) the filing and effectiveness of the Merger Registration Statement with the SEC, (iii) the filing of the certificate of merger with respect to the merger of CBI with and into NewAlliance with the Secretary of State of the State of Delaware pursuant to the DGCL and the Connecticut Secretary of the State pursuant to the CGS in connection with the Merger, and (iv) the approval of the FDIC and the filing of a copy of the Bank Merger Agreement and a copy of the approval of the Commissioner of the Connecticut Department of Banking with the Connecticut Secretary of the State with respect to the Bank Merger, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of NewAlliance or NAB in connection with the execution and delivery by NewAlliance and NAB of this Agreement, the execution and delivery by NAB of the Bank Merger Agreement, the consummation of the Merger by NewAlliance, and the consummation of the Bank Merger by NAB. 5.4.4 As of the date hereof, NewAlliance has no Knowledge of any reasons relating to NewAlliance or NAB (including without limitation Community Reinvestment Act compliance) why all material consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement, and (ii) the continuation by NewAlliance and NAB after the Effective Time of the business of NewAlliance and NAB carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of NewAlliance and NAB, could have a Material Adverse Effect on the business of NewAlliance or NAB.

Authorized and Effective Agreement. 5.4.1 Each of NewAlliance and NAB has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvals) to perform all of its obligations under this Agreement and the Bank Merger Agreement, as applicable. The execution and delivery of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NewAlliance and NAB. This Agreement has been duly and validly executed and delivered by NewAlliance and NAB and, assuming due authorization, execution and delivery by CBI and Cornerstone, constitutes the legal, valid and binding obligation of NewAlliance and NAB, enforceable against NewAlliance and NAB in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. The Bank Merger Agreement, upon execution and delivery by NAB, will have been duly and validly executed and delivered by NAB and, assuming due authorization and execution by Cornerstone, will constitute the legal, valid and binding obligation of NAB, enforceable against NAB in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, and other laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. 5.4.2 Neither the execution and delivery of this Agreement by NewAlliance or NAB, the execution and delivery of the Bank Merger Agreement by NAB, nor consummation of the transactions contemplated hereby or thereby, nor compliance by NewAlliance and NAB with any of the provisions hereof or thereof (i) does or will conflict with or result in a breach of any provisions of the Certificate of Incorporation or Bylaws of NewAlliance or the equivalent documents of any NewAlliance Subsidiary, (ii) except as set forth in Section 5.4.2(ii) of the NEWALLIANCE DISCLOSURE SCHEDULE, violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of NewAlliance or any NewAlliance Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which NewAlliance or any NewAlliance Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to NewAlliance or any NewAlliance Subsidiary. 5.4.3 Except as set forth in Section 5.4.3 of the NEWALLIANCE DISCLOSURE SCHEDULE and except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the Bank Regulators, (ii) the filing and effectiveness of the Merger Registration Statement with the SEC, (iii) the filing of the certificate of merger with respect to the merger of CBI with and into NewAlliance with the Secretary of State of the State of Delaware pursuant to the DGCL and the Connecticut Secretary of the State pursuant to the CGS in connection with the Merger, and (iv) the approval of the FDIC and the filing of a copy of the Bank Merger Agreement and a copy of the approval of the Commissioner of the Connecticut Department of Banking with the Connecticut Secretary of the State with respect to the Bank Merger, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of NewAlliance or NAB in connection with the execution and delivery by NewAlliance and NAB of this Agreement, the execution and delivery by NAB of the Bank Merger Agreement, the consummation of the Merger by NewAlliance, and the consummation of the Bank Merger by NAB. 5.4.4 As of the date hereof, NewAlliance has no Knowledge of any reasons relating to NewAlliance or NAB (including without limitation Community Reinvestment Act compliance) why all material consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement, and (ii) the continuation by NewAlliance and NAB after the Effective Time of the business of NewAlliance and NAB carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of NewAlliance and NAB, could have a Material Adverse Effect on the business of NewAlliance or NAB.

Authorized and Effective Agreement. 5.4.1 4.5.1 Each of NewAlliance FLFC and NAB FNB has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvalsapprovals and the approval of FLFC's shareholders of this Agreement) to perform all of its obligations under this Agreement and the Bank Merger Agreement, as applicable. The execution and delivery of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NewAlliance FLFC and NABFNB, except for the approval of this Agreement by FLFC's shareholders. This Agreement has been duly and validly executed and delivered by NewAlliance FLFC and NAB FNB and, assuming due authorization, execution and delivery by CBI and CornerstoneUSB, constitutes the legal, valid and binding obligation obligations of NewAlliance FLFC and NABFNB, enforceable against NewAlliance FLFC and NAB in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Bank Merger Agreement, upon execution and delivery by NAB, will have been duly and validly executed and delivered by NAB and, assuming due authorization and execution by Cornerstone, will constitute the legal, valid and binding obligation of NAB, enforceable against NAB FNB in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, and other laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. The Bank Merger Agreement, upon execution and delivery by FNB, will have been duly and validly executed and delivered by FNB and, assuming due authorization, execution and delivery by USB, will constitute the legal, valid and binding obligation of FNB, enforceable against FNB in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. 5.4.2 4.5.2 Neither the execution and delivery of this Agreement by NewAlliance FLFC or NABFNB, nor the execution and delivery of the Bank Merger Agreement by NABFNB, nor consummation of the transactions contemplated hereby or thereby, nor compliance by NewAlliance FLFC and NAB FNB with any of the provisions hereof or thereof (i) does or will conflict with or result in a breach of any provisions of the Certificate of Incorporation or Bylaws of NewAlliance FLFC or the equivalent documents of any NewAlliance FLFC Subsidiary, (ii) except as set forth in Section 5.4.2(ii) of the NEWALLIANCE DISCLOSURE SCHEDULE, violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of NewAlliance FLFC or any NewAlliance FLFC Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which NewAlliance FLFC or any NewAlliance FLFC Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental governmental, Board of Director and shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to NewAlliance FLFC or any NewAlliance FLFC Subsidiary. 5.4.3 4.5.3 Except as set forth in Section 5.4.3 of the NEWALLIANCE DISCLOSURE SCHEDULE and except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the Bank Regulators, (ii) the filing and effectiveness of the Merger Registration Proxy Statement with the SEC, (iii) the approval of this Agreement by the requisite vote of the shareholders of FLFC, (iv) the filing of the certificate certificates of merger with respect to the merger of CBI Acquisition Corporation with and into NewAlliance FLFC with the Secretary of State of the State of Delaware pursuant to the DGCL and with the Connecticut Secretary of the State of the State of Connecticut pursuant to the CGS CBCA in connection with the Merger, and (ivv) the approval of the FDIC and the filing of a copy of the Bank Merger Agreement and a copy of the approval of the Commissioner commissioner of the Connecticut Department of Banking with the Connecticut Secretary of the State with respect to the Bank Merger, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of NewAlliance FLFC or NAB FNB in connection with the execution and delivery by NewAlliance FLFC and NAB FNB of this Agreement, the execution and delivery by NAB FNB of the Bank Merger Agreement, the consummation of the Merger by NewAllianceFLFC, and the consummation of the Bank Merger by NABFNB. 5.4.4 4.5.4 As of the date hereof, NewAlliance has no Knowledge neither FLFC nor FNB is aware of any reasons relating to NewAlliance FLFC or NAB FNB (including without limitation Community Reinvestment Act compliance) why all material consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and Merger or the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement Merger and the Bank Merger AgreementMerger, and (ii) the continuation by NewAlliance and NAB USB after the Effective Time of the business of NewAlliance FLFC and NAB FNB as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of NewAlliance and NAB, which could have a Material Adverse Effect on the business of NewAlliance FLFC or NABFNB.

Authorized and Effective Agreement. 5.4.1 (a) Each of NewAlliance CFX and NAB Bank has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvals) to perform all of its obligations under this Agreement Reorganization Agreement, the Plan of Merger and the Bank Merger Stock Option Agreement, as applicable. The execution and delivery of this Agreement Reorganization Agreement, the Plan of Merger and the Bank Merger Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NewAlliance CFX and NABBank, except that the affirmative vote of the holders of a majority of the votes cast by the holders of CFX Common Stock eligible to vote thereon is required to authorize the issuance of CFX Common Stock pursuant to this Reorganization Agreement and the Plan of Merger in accordance with American Stock Exchange ("AMEX") policy. This The Board of Directors of CFX has directed that this Agreement has been duly and validly executed the Plan of Merger be submitted to CFX's stockholders for approval at an annual or special meeting to be held as soon as practicable. (b) Assuming the accuracy of the representation contained in Section 2.3(b) hereof, this Reorganization Agreement and delivered by NewAlliance and NAB and, assuming due authorization, execution and delivery by CBI and Cornerstone, constitutes the Plan of Merger constitute legal, valid and binding obligation obligations of NewAlliance CFX and NABBank, in each case enforceable against NewAlliance and NAB it in accordance with its terms, their respective terms subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. The Bank Merger Agreement, upon execution and delivery by NAB, will have been duly and validly executed and delivered by NAB and, assuming due authorization and execution by Cornerstone, will constitute the legal, valid and binding obligation principles of NAB, enforceable against NAB in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, and other laws of general applicability relating to or affecting creditors’ rights and to general equity principlesequity. 5.4.2 Neither (c) Except as Previously Disclosed, neither the execution and delivery of this Agreement by NewAlliance or NABReorganization Agreement, the execution and delivery Plan of Merger or the Bank Merger Agreement by NABStock Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by NewAlliance and NAB CFX or Bank with any of the provisions hereof or thereof shall (i) does or will conflict with or result in a breach of any provisions provision of the Certificate articles or certificate of Incorporation incorporation or Bylaws association, charter or bylaws of NewAlliance CFX or the equivalent documents of any NewAlliance CFX Subsidiary, (ii) except as set forth in Section 5.4.2(ii) of the NEWALLIANCE DISCLOSURE SCHEDULE, violate, conflict with constitute or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of NewAlliance CFX or any NewAlliance CFX Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which NewAlliance or any NewAlliance Subsidiary is a party, or by which any of their respective properties or assets may be bound or affectedobligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to NewAlliance CFX or any NewAlliance CFX Subsidiary. 5.4.3 Except as set forth in Section 5.4.3 of the NEWALLIANCE DISCLOSURE SCHEDULE and , except for (i) the filing of applications and notices withsuch violations, and the consents and approvals ofrights, as applicableconflicts, the Bank Regulatorsbreaches, (ii) the filing and effectiveness of the Merger Registration Statement with the SEC, (iii) the filing of the certificate of merger with respect to the merger of CBI with and into NewAlliance with the Secretary of State of the State of Delaware pursuant to the DGCL and the Connecticut Secretary of the State pursuant to the CGS in connection with the Merger, and (iv) the approval of the FDIC and the filing of a copy of the Bank Merger Agreement and a copy of the approval of the Commissioner of the Connecticut Department of Banking with the Connecticut Secretary of the State with respect to the Bank Merger, no consents creations or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of NewAlliance or NAB in connection with the execution and delivery by NewAlliance and NAB of this Agreement, the execution and delivery by NAB of the Bank Merger Agreement, the consummation of the Merger by NewAlliance, and the consummation of the Bank Merger by NAB. 5.4.4 As of the date hereof, NewAlliance has no Knowledge of any reasons relating to NewAlliance or NAB (including without limitation Community Reinvestment Act compliance) why all material consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement, and (ii) the continuation by NewAlliance and NAB after the Effective Time of the business of NewAlliance and NAB carried on immediately prior to the Effective Time, free of any conditions or requirements defaults which, either individually or in the reasonable opinion of NewAlliance and NABaggregate, could will not have a Material Adverse Effect on CFX. (d) Except for approvals specified in Sections 4.1 and 4.3 hereof, except as Previously Disclosed and except as expressly referred to in this Reorganization Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority, or any other person, is required to be made or obtained by CFX or Bank on or prior to the business Closing Date in connection with the execution, delivery and performance of NewAlliance this Agreement and the Plan of Merger or NABthe consummation of the transactions contemplated hereby or thereby.

Authorized and Effective Agreement. 5.4.1 4.5.1 Each of NewAlliance CBI and NAB Cornerstone has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvalsapprovals and the approval of CBI's shareholders of this Agreement) to perform all of its obligations under this Agreement and the Bank Merger Agreement, as applicable. The execution and delivery of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NewAlliance CBI and NABCornerstone, except for the approval of this Agreement by CBI's shareholders. This Agreement has been duly and validly executed and delivered by NewAlliance CBI and NAB Cornerstone and, assuming due authorization, authorization and execution by NewAlliance and delivery by CBI and CornerstoneNAB, constitutes the legal, valid and binding obligation obligations of NewAlliance CBI and NABCornerstone, enforceable against NewAlliance CBI and NAB Cornerstone in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. The Bank Merger Agreement, upon execution and delivery by NABCornerstone, will have been duly and validly executed and delivered by NAB Cornerstone and, assuming due authorization and execution by CornerstoneNAB, will constitute the legal, valid and binding obligation of NABCornerstone, enforceable against NAB Cornerstone in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, and other laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. 5.4.2 4.5.2 Neither the execution and delivery of this Agreement by NewAlliance CBI or NABCornerstone, the execution and delivery of the Bank Merger Agreement by NABCornerstone, nor consummation of the transactions contemplated hereby or thereby, nor compliance by NewAlliance CBI and NAB Cornerstone with any of the provisions hereof or thereof (i) does or will conflict with or result in a breach of any provisions of the Certificate of Incorporation or Bylaws of NewAlliance CBI or the equivalent documents of any NewAlliance CBI Subsidiary, (ii) except as set forth in Section 5.4.2(ii4.5.2(ii) of the NEWALLIANCE CBI DISCLOSURE SCHEDULE, violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of NewAlliance CBI or any NewAlliance CBI Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which NewAlliance CBI or any NewAlliance CBI Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental and shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to NewAlliance CBI or any NewAlliance CBI Subsidiary. 5.4.3 4.5.3 Except as set forth in Section 5.4.3 4.5.3 of the NEWALLIANCE CBI DISCLOSURE SCHEDULE and except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the Bank Regulators, (ii) the filing and effectiveness of the Merger Registration Statement with the SEC, (iii) the approval of this Agreement by the requisite vote of the shareholders of CBI, (iv) the filing of the certificate of merger with respect to the merger of CBI with and into NewAlliance with the Secretary of State of the State of Delaware pursuant to the DGCL and the Connecticut Secretary of the State pursuant to the CGS in connection with the Merger, and (ivv) the approval of the FDIC and the filing of a copy of the Bank Merger Agreement and a copy of the approval of the Commissioner of the Connecticut Department of Banking with the Connecticut Secretary of the State with respect to the Bank Merger, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of NewAlliance CBI or NAB Cornerstone in connection with the execution and delivery by NewAlliance CBI and NAB Cornerstone of this Agreement, the execution and delivery by NAB Cornerstone of the Bank Merger Agreement, the consummation of the Merger by NewAllianceCBI, and the consummation of the Bank Merger by NABCornerstone. 5.4.4 4.5.4 As of the date hereof, NewAlliance neither CBI nor Cornerstone has no Knowledge of any reasons relating to NewAlliance CBI or NAB Cornerstone (including without limitation Community Reinvestment Act compliance) why all material consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement and Merger or the Bank Merger Agreement as shall be necessary for (i) consummation of the transactions contemplated by this Agreement Merger and the Bank Merger AgreementMerger, and (ii) the continuation by NewAlliance and NAB after the Effective Time of the business of NewAlliance CBI and NAB Cornerstone as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which, in the reasonable opinion of NewAlliance and NABCBI, could have a Material Adverse Effect on the business of CBI or Cornerstone or materially impair the value of CBI and Cornerstone to NewAlliance or NAB.