Common use of Consents of Regulatory Authorities Clause in Contracts

Consents of Regulatory Authorities. (a) First Bank and Malvern and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permits, Consents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permits, Consents, approvals and authorizations of all such third parties and Regulatory Authorities. First Bank shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, that in no event shall First Bank be required take any action or agree to take any action, or accept any new restriction or condition on the First Bank Entities which would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (any such condition or restriction, a “Burdensome Condition”). Each of First Bank and Malvern shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, the receiving Party shall, to the extent permitted by applicable Law (i) promptly advise the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary information. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank and Malvern The Parties and their respective Subsidiaries shall cooperate with each other and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices notices, petitions, and filings and to obtain all Permits, Consents, approvals Permits and authorizations Consents of all third parties and Regulatory Authorities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permits, Permits and Consents, approvals and authorizations . Each of all such third parties and Regulatory Authorities. First Bank the Parties shall use its respective reasonable best efforts to resolve objections, if any, which may be asserted with respect to this Agreement or the Merger and the Bank Merger transactions contemplated hereby by any Regulatory Authority or under any applicable Law or Order; provided. Notwithstanding the foregoing, that in no event shall First Bank any Buyer Entities be required take any action or agree required, and the Seller Entities shall not be permitted (without Buyer’s prior written consent in its sole discretion), to take any action, or commit to take any action, or to accept any new restriction or condition condition, involving the Buyer Entities or the Seller Entities, which is materially burdensome on Buyer’s or Buyer Bank’s business or on the First Bank Entities business of Seller or Seller Bank, in each case following the Closing, or which would reasonably be expected likely reduce the economic benefits of the transactions contemplated by this Agreement to Buyer to such a degree that Buyer would not have a Material Adverse Effect on entered into this Agreement had such condition or restriction been known to it at the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger date hereof (any such condition or restriction, a “Burdensome Condition”). . (b) Each of First Bank and Malvern the Parties shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement; provided, that Seller shall not have the right to review portions of material filed by Buyer or Buyer Bank with a Regulatory Authority that contain competitively sensitive business or other proprietary information or confidential supervisory information, in which case, to the extent reasonably practicable, the Parties will make appropriate substitute disclosure arrangements. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Requisite Regulatory Authority Approval will not be obtained or that the receipt of such consent or approval Requisite Regulatory Approval may be materially delayed (delayed. Except for non-material communications relating to a “Regulatory Communication”). Upon the receipt of a Regulatory Communicationregulatory application, the receiving Party shallapproval process, status, or similar matters, to the extent permitted by applicable Law (i) promptly advise reasonably practicable, each Party shall consult with the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation advance of any response thereto and the preparation of any other substantive submission meeting or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time conference with any Regulatory Authority in connection with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary informationAgreement. (bc) Each Party agrees, upon request, subject to applicable Laws related to the exchange of informationLaws, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, Proxy/Prospectus or any other statement, filing, notice or application made by or on behalf of such other Party Buyer, Seller or any of its their respective Subsidiaries to any third party and/or Regulatory AuthorityAuthority in connection with the transactions contemplated by this Agreement.

Consents of Regulatory Authorities. (a) First Bank Buyer and Malvern Target and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permitspermits, Consentsconsents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permits, Consents, approvals and authorizations of all such third parties and Regulatory AuthoritiesAgreement. First Bank Buyer shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law Law, regulation or Order; provideddecree, that in no event shall First Bank be required take including agreeing to divest any action assets, deposits, lines of business or agree to take any action, or accept any new restriction or condition on the First Bank Entities which would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (any such condition or restriction, a “Burdensome Condition”)branches. Each of First Bank Buyer and Malvern Target shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rightsright, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party party hereto with respect to the obtaining of all material Permits permits, consents, approvals and Consents authorizations of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent consent or approval of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the receiving scope of the foregoing paragraphs, each Party shall, to the extent permitted by applicable Law (i) promptly advise the other Party of the receipt of such any substantive communication from a Regulatory CommunicationAuthority with respect to the transactions contemplated hereby, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information)thereof, and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party such Party or its Subsidiaries or their respective Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary informationAgreement. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank Veritex and Malvern Green shall, and shall cause their respective Subsidiaries shall to, cooperate with each other and all Regulatory Authorities and use their respective reasonable best efforts to promptly prepare and file all documentationdocumentation (and, in the case of the regulatory applications to the Federal Reserve, within 30 days after the date of this Agreement or such later time period as a Regulatory Authority may advise), to effect all applications, notices and filings and to obtain all Permitspermits, Consentsconsents, approvals and authorizations of all third parties and Regulatory Authorities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank MergerTransactions), and to comply with the terms and conditions of all such Permitspermits, Consentsconsents, approvals and authorizations of all such third parties and Regulatory Authorities. First Bank Each of Veritex and Green shall use its reasonable best efforts to resolve objections, objections (if any, which ) that may be asserted with respect to this Agreement or the Merger and the Bank Merger transactions contemplated hereby under any applicable Law or Order; providedOrder or by any applicable Regulatory Authority. Notwithstanding the foregoing, that in no event shall First Bank any Veritex Entities be required take any action or agree required, and the Green Entities shall not be permitted (without Veritex’s prior written consent in its sole discretion), to take any action, or commit to take any action, or to accept any new restriction restriction, commitment or condition on condition, involving the First Bank Veritex Entities or the Green Entities, which would reasonably be expected to have a Material Adverse Effect on be materially financially burdensome to the business, operations, financial condition or results of operations of the Surviving Corporation and its Subsidiaries, Subsidiaries taken as a whole, after giving effect to the Merger whole (any such condition restriction, commitment or restrictioncondition, a “Burdensome Condition”). . (b) Each of First Bank Veritex and Malvern Green shall have the right to review in advance, and to the extent practicable each will consult with (and consider in good faith the comments and input of) the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rightsright, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including promptly advising the other Party upon receiving any communication (whether written or oral) from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger and Transactions and/or the other transactions contemplated by this Agreement that Agreement, which communication causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “delayed. Each Party shall consult with the other Party in advance of any meeting or conference with any Regulatory Communication”). Upon Authority in connection with the receipt of a Regulatory Communication, the receiving Party shalltransactions contemplated by this Agreement and, to the extent permitted by applicable Law (i) promptly advise such Regulatory Authority, give the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with its counsel the opportunity to attend and participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary informationand conferences. (bc) Each Party agrees, upon request, subject to applicable Laws related to the exchange of informationLaws, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any third party and/or Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank WSFS and Malvern Beneficial shall, and shall cause their respective Subsidiaries shall to, cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permits, Permits and Consents, approvals and authorizations of all third parties and Regulatory Authorities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank MergerMergers), and to comply with the terms and conditions of all such Permits, Consents, approvals Permits and authorizations Consents of all such third parties and Regulatory Authorities. First Bank Each of WSFS and Beneficial shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to this Agreement or the Merger and the Bank Merger transactions contemplated hereby under any applicable Law or Order; providedOrder or by any Regulatory Authority. Notwithstanding the foregoing, that in no event shall First Bank any WSFS Entities be required take any action or agree required, and the Beneficial Entities shall not be permitted (without WSFS’s prior written consent in its sole discretion), to take any action, or commit to take any action, or to accept any new restriction restriction, commitment or condition on condition, involving the First Bank WSFS Entities or the Beneficial Entities, which would reasonably be expected to have a Material Adverse Effect be materially financially burdensome to the business, operations, financial condition or results of operations on WSFS’s business or on the Surviving Corporation business of Beneficial or Beneficial Bank (which restriction, commitment, or condition could include materially increasing capital, divesting or reducing lines of businesses or asset classes, entering into compliance or remediation programs, and its Subsidiaries, taken as a whole, after giving effect to the Merger making material lending or investment commitments) (any such condition condition, commitment or restriction, a “Burdensome Condition”). . (b) Each of First Bank WSFS and Malvern Beneficial shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement, provided, that Beneficial shall not have the right to review portions of material filed by WSFS with a Regulatory Authority that contain competitively sensitive business or other proprietary information or confidential supervisory information filed under a claim of confidentiality. In exercising the foregoing review and consultation rightsright, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including promptly advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger Mergers and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval Consent from a Regulatory Authority will not be obtained or that the receipt of such consent or approval Consent may be materially delayed (a “delayed. Each Party shall consult with the other in advance of any meeting or conference with any Regulatory Communication”). Upon Authority in connection with the receipt of a Regulatory Communication, the receiving Party shalltransactions contemplated by this Agreement and, to the extent permitted by applicable Law (i) promptly advise such Regulatory Authority, give the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with and/or its counsel the opportunity to attend and participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary informationand conferences. (bc) Each Party agrees, upon request, subject to applicable Laws related to the exchange of informationLaws, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may reasonably be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any third party and/or Regulatory Authority.

Consents of Regulatory Authorities. (a) Simmons and First Bank and Malvern Texas and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permitspermits, Consentsconsents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permitspermits, Consentsconsents, approvals and authorizations of all such third parties and Regulatory Authorities. First Bank Simmons shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, that in no event shall First Bank Simmons be required take any action or agree to take any action, or accept any new restriction or condition on any of the Simmons Entities or the First Bank Texas Entities which would reasonably be expected to have a Material Adverse Effect is materially burdensome on Simmons’ business or on the Surviving Corporation and its Subsidiariesbusiness of First Texas or Southwest Bank, taken as in each case following the Closing or which would likely reduce the economic benefits of the transactions contemplated by this Agreement to Simmons to such a whole, after giving effect degree that Simmons would not have entered into this Agreement had such condition or restriction been known to it at the Merger date hereof (any such condition or restriction, a “Burdensome Condition”). Each of Simmons and First Bank and Malvern Texas shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, the receiving Party shall, to the extent permitted by applicable Law (i) promptly advise the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary information. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank WSFS and Malvern Bryn Mawr shall, and shall cause their respective Subsidiaries shall to, cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permits, Permits and Consents, approvals and authorizations of all third parties and Regulatory Authorities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank MergerMergers), and to comply with the terms and conditions of all such Permits, Consents, approvals Permits and authorizations Consents of all such third parties and Regulatory Authorities. First Bank Each of WSFS and Bryn Mawr shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to this Agreement or the Merger and the Bank Merger transactions contemplated hereby under any applicable Law or Order; providedOrder or by any Regulatory Authority. Notwithstanding the foregoing, that in no event shall First Bank any WSFS Entities be required take any action or agree required, and the Bryn Mawr Entities shall not be permitted (without WSFS’s prior written consent), to take any action, or commit to take any action, or to accept any new restriction restriction, commitment, or condition on condition, involving the First Bank WSFS Entities or the Bryn Mawr Entities, which would reasonably be expected materially financially burdensome to have a Material Adverse Effect on the Surviving Corporation business, operations, financial condition or results of operations of WSFS and its Subsidiaries, taken as a whole, after giving effect to the Merger (any such condition condition, commitment, or restriction, a “Burdensome Condition”). . (b) Each of First Bank WSFS and Malvern Bryn Mawr shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement, provided, that Bryn Mawr shall not have the right to review portions of material filed by WSFS with a Regulatory Authority that contain competitively sensitive business or other proprietary information or confidential supervisory information filed under a claim of confidentiality. In exercising the foregoing review and consultation rightsright, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger Mergers and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval Consent from a Regulatory Authority will not be obtained or that the receipt of such consent or approval Consent may be materially delayed (a “Regulatory Communication”)delayed. Upon the receipt of Except for non-material routine communications between counsel and a Regulatory CommunicationAuthority relating to the regulatory approval process or status, each Party shall consult with the receiving Party shallother in advance of any meeting or conference with any Regulatory Authority in connection with the transactions contemplated by this Agreement and, to the extent permitted by applicable Law (i) promptly advise such Regulatory Authority, give the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with and/or its counsel the opportunity to attend and participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary informationand conferences. (bc) Each Subject to Section 10.15, each Party agrees, upon request, subject to applicable Laws related to the exchange of informationLaws, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may reasonably be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any third party and/or Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank WSFS and Malvern Alliance and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permitspermits, Consentsconsents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permitspermits, Consentsconsents, approvals and authorizations of all such third parties and Regulatory Authorities. First Bank WSFS shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, that in no event shall First Bank WSFS be required take any action or agree to take any action, or accept any new restriction or condition on the First Bank WSFS Entities which would reasonably be expected to have a Material Adverse Effect is materially and unreasonably burdensome on WSFS’s business or on the Surviving Corporation and its Subsidiariesbusiness of Alliance or Alliance Bank, taken as in each case following the Closing or which would reduce the economic benefits of the transactions contemplated by this Agreement to WSFS to such a whole, after giving effect degree that WSFS would not have entered into this Agreement had such condition or restriction been known to it at the Merger date hereof (any such condition or restriction, a “Burdensome Condition”). Each of First Bank WSFS and Malvern Alliance shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rightsright, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits permits, consents, approvals and Consents authorizations of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent consent or approval of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, the receiving Party shall, to the extent permitted by applicable Law (i) promptly advise the other Party of the receipt of any substantive communication from a Regulatory Authority with respect to the transactions contemplated hereby and provide a copy of such Regulatory CommunicationCommunication to the other Party, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary informationinformation filed or submitted under a claim of confidentiality), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary informationAgreement. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank Buyer and Malvern Target and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permitspermits, Consentsconsents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permits, Consents, approvals and authorizations of all such third parties and Regulatory AuthoritiesAgreement. First Bank Buyer shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order, including agreeing to divest any assets, deposits, lines of business or branches; provided, that in no event shall First Bank Buyer be required take any action or agree to take any action, or accept any new restriction or condition on raise common equity capital at the First Bank Entities holding company level in an amount which would reasonably be expected reduce the economic benefits of the transactions contemplated by this Agreement to Buyer to such a degree that Buyer would not have a Material Adverse Effect on entered into this Agreement had such condition to raise common equity capital been known to it at the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger date hereof (any such condition or restrictionto raise common equity capital, a “Burdensome Condition”). Each of First Bank Buyer and Malvern Target shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rightsright, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits permits, consents, approvals and Consents authorizations of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent consent or approval of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the receiving Party scope of the foregoing paragraphs, Buyer shall, to the extent permitted by applicable Law (i) promptly advise the other Party Target of the receipt of such any substantive communication from a Regulatory CommunicationAuthority with respect to the transactions contemplated hereby, (ii) provide the other Party Target with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information)thereof, and (iii) if permitted by the applicable Regulatory Authority, provide the other Party Target with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party Buyer or its Subsidiaries or their respective Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary informationAgreement. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.

Consents of Regulatory Authorities. Buyer shall use its commercially reasonable efforts to, within 15 Business Days of the date hereof, make all appropriate filings with Regulatory Authorities for approval of the transactions contemplated by this Agreement, including the preparation of an application or any amendment thereto or any other required statements or documents filed or to be filed by any party with: (a) First Bank the FDIC; (b) NYDFS; and Malvern (c) any other Person or Regulatory Authority pursuant to any applicable Law for authority to consummate the transactions contemplated by this Agreement. In advance of any filing made under this Section 7.4, Seller and their respective Subsidiaries its counsel shall be provided with the opportunity to comment upon all nonconfidential portions thereof, and Buyer agrees promptly to advise Seller and its counsel of, and share with them, any material communication received by Buyer or its counsel from any Regulatory Authorities with respect to the nonconfidential portions of such filings. The Parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all documentationnecessary documentation and applications, to effect all applications, notices notices, petitions and filings filings, and to obtain as promptly as practicable all Permits, Consents, approvals and authorizations Consents of all third parties and Regulatory Authorities and other Persons which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permits, Consents, approvals and authorizations of all such third parties and Regulatory Authorities. First Bank shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, The Parties agree that in no event shall First Bank be required take any action or agree to take any action, or accept any new restriction or condition on the First Bank Entities which would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (any such condition or restriction, a “Burdensome Condition”). Each of First Bank and Malvern shall have the right to review in advance, and to the extent practicable each they will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and all Regulatory Authorities and other Persons necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion contemplation of the transactions contemplated hereby, including advising herein. Each Party also shall promptly advise the other Party upon receiving any communication from a any Regulatory Authority the or other Person whose Consent of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that which causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority requisite Consent will not be obtained or that the receipt of any such consent or approval may Consent will be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, the receiving Party shall, to the extent permitted by applicable Law (i) promptly advise the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary informationdelayed. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank and Malvern and their respective Subsidiaries The Parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all documentationnecessary documentation and applications, to effect all applications, notices notices, petitions and filings and to obtain as promptly as practicable all Permits, Consents, approvals and authorizations Consents of all third parties and Regulatory Authorities and other Persons which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permits, Consents, approvals and authorizations of all such third parties and Regulatory Authorities. First Bank shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, The Parties agree that in no event shall First Bank be required take any action or agree to take any action, or accept any new restriction or condition on the First Bank Entities which would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (any such condition or restriction, a “Burdensome Condition”). Each of First Bank and Malvern shall have the right to review in advance, and to the extent practicable each they will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and all Regulatory Authorities and other Persons necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated herebyherein. Subject to applicable Laws relating to the exchange of information, including advising Seller and Buyer shall have the right to review in advance and, to the extent practicable, each will consult the other on, all the information relating to Seller and Buyer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Buyer and Seller shall use their commercially reasonable efforts to resolve any objections that may be asserted by any Regulatory Authority with respect to this Agreement or the transactions contemplated by this Agreement. Each Party also shall promptly advise the other upon receiving any communication from a any Regulatory Authority the whose Consent of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that which causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority requisite Consent will not be obtained or that the receipt of any such consent or approval may Consent will be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, the receiving Party shall, to the extent permitted by applicable Law (i) promptly advise the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary informationdelayed. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank Xxxxxxx and Malvern Southwest and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permitspermits, Consentsconsents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permitspermits, Consentsconsents, approvals and authorizations of all such third parties and Regulatory Authorities. First Bank Xxxxxxx shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, that in no event shall First Bank Xxxxxxx be required take any action or agree to take any action, or accept any new restriction or condition on any of the First Bank Xxxxxxx Entities or the Southwest Entities, which is materially burdensome on Xxxxxxx’ business or on the business of Southwest or Southwest Bank, in each case following the Closing or which would reasonably be expected likely reduce the economic benefits of the transactions contemplated by this Agreement to Xxxxxxx to such a degree that Xxxxxxx would not have a Material Adverse Effect on entered into this Agreement had such condition or restriction been known to it at the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger date hereof (any such condition or restriction, a “Burdensome Condition”). Each of First Bank Xxxxxxx and Malvern Southwest shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, the receiving Party shall, to the extent permitted by applicable Law (i) promptly advise the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary information. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.. 49

Consents of Regulatory Authorities. (a) First Bank Xxxxxxx and Malvern Southwest and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permitspermits, Consentsconsents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permitspermits, Consentsconsents, approvals and authorizations of all such third parties and Regulatory Authorities. First Bank Xxxxxxx shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, that in no event shall First Bank Xxxxxxx be required take any action or agree to take any action, or accept any new restriction or condition on any of the First Bank Xxxxxxx Entities or the Southwest Entities, which is materially burdensome on Xxxxxxx’ business or on the business of Southwest or Southwest Bank, in each case following the Closing or which would reasonably be expected likely reduce the economic benefits of the transactions contemplated by this Agreement to Xxxxxxx to such a degree that Xxxxxxx would not have a Material Adverse Effect on entered into this Agreement had such condition or restriction been known to it at the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger date hereof (any such condition or restriction, a “Burdensome Condition”). Each of First Bank Xxxxxxx and Malvern Southwest shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, the receiving Party shall, to the extent permitted by applicable Law (i) promptly advise the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary information. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank Simmons and Malvern Reliance and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permitspermits, Consentsconsents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permitspermits, Consentsconsents, approvals and authorizations of all such third parties and Regulatory Authorities. First Bank Each of Reliance and Simmons shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to this Agreement or the Merger and the Bank Merger transactions contemplated hereby under any applicable Law or Order; provided, that in no event shall First Bank any Simmons Entities be required take any action or agree required, and the Reliance Entities shall not be permitted (without Simmons’ prior written consent in its sole discretion) to take any action, or to commit to take any action, or to accept any new restriction or condition condition, involving the Reliance Entities or the Simmons Entities, which is materially burdensome on Simmons’ business or on the First Bank Entities business of Reliance or Reliance Bank, in each case following the Closing or which would reasonably be expected likely reduce the economic benefits of the transactions contemplated by this Agreement to Simmons to such a degree that Simmons would not have a Material Adverse Effect on entered into this Agreement had such condition or restriction been known to it at the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger date hereof (any such condition or restriction, a “Burdensome Condition”). . (b) Each of First Bank Simmons and Malvern Reliance shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement, provided, that Reliance shall not have the right to review portions of material filed by Simmons with a Regulatory Authority that contain competitively sensitive business or other proprietary information or confidential supervisory information filed under a claim of confidentiality. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, the receiving Party shall, to the extent permitted by applicable Law (i) promptly advise the other Party of the receipt of such Regulatory Communication, Communication and (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication response prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary information. (bc) Each Party agrees, upon request, subject to applicable Laws related to the exchange of informationLaws, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any third party and/or Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank Simmons and Malvern Southwest and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permitspermits, Consentsconsents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permitspermits, Consentsconsents, approvals and authorizations of all such third parties and Regulatory Authorities. First Bank Simmons shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, that in no event shall First Bank Simmons be required take any action or agree to take any action, or accept any new restriction or condition on any of the First Bank Simmons Entities or the Southwest Entities, which is materially burdensome on Simmons’ business or on the business of Southwest or Southwest Bank, in each case following the Closing or which would reasonably be expected likely reduce the economic benefits of the transactions contemplated by this Agreement to Simmons to such a degree that Simmons would not have a Material Adverse Effect on entered into this Agreement had such condition or restriction been known to it at the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger date hereof (any such condition or restriction, a “Burdensome Condition”). Each of First Bank Simmons and Malvern Southwest shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, the receiving Party shall, to the extent permitted by applicable Law (i) promptly advise the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary information. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank Xxxxx and Malvern FSB and their respective Subsidiaries shall cooperate with each other and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices notices, petitions, and filings and to obtain all Permits, Consents, approvals Permits and authorizations Consents of all third parties and Regulatory Authorities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank MergerMergers), and to comply with the terms and conditions of all such Permits, Permits and Consents, approvals . Each of Xxxxx and authorizations of all such third parties and Regulatory Authorities. First Bank FSB shall use its respective reasonable best efforts to resolve objections, if any, which may be asserted with respect to this Agreement or the Merger and the Bank Merger transactions contemplated hereby by any Regulatory Authority or under any applicable Law or Order; provided. Notwithstanding the foregoing, that in no event shall First Bank any Xxxxx Entities be required take any action or agree required, and the FSB Entities shall not be permitted (without Xxxxx’x prior written consent in its sole discretion), to take any action, or commit to take any action, or to accept any new restriction or condition condition, involving the Xxxxx Entities or the FSB Entities, which is materially and unreasonably burdensome on Xxxxx’x business or on the First Bank Entities business of FSB or FSB Bank, in each case following the Closing or which would reasonably be expected reduce the economic benefits of the transactions contemplated by this Agreement to Xxxxx to such a degree that Xxxxx would not have a Material Adverse Effect on entered into this Agreement had such condition or restriction been known to it at the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger date hereof (any such condition or restriction, a “Burdensome Condition”). . (b) Each of First Bank Xxxxx and Malvern FSB shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement, provided, that FSB shall not have the right to review portions of material filed by Xxxxx with a Regulatory Authority that contain competitively sensitive business or other proprietary information or confidential supervisory information. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger Mergers and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Requisite Regulatory Authority Approval will not be obtained or that the receipt of such consent or approval Requisite Regulatory Approval may be materially delayed (a “delayed. Each Party shall consult with the other in advance of any meeting or conference with any Regulatory Communication”). Upon Authority in connection with the receipt of a Regulatory Communication, the receiving Party shalltransactions contemplated by this Agreement and, to the extent permitted by applicable Law (i) promptly advise such Regulatory Authority, give the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with and/or its counsel the opportunity to attend and participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary informationand conferences. (bc) Each Party agrees, upon request, subject to applicable Laws related to the exchange of informationLaws, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such 52 other matters as may be reasonably necessary or advisable in connection with the Registration Statement, Proxy/Prospectus or any other statement, filing, notice or application made by or on behalf of such other Party Xxxxx, FSB or any of its their respective Subsidiaries to any third party and/or Regulatory AuthorityAuthority in connection with the transactions contemplated by this Agreement.

Consents of Regulatory Authorities. (a) First Bank Buyer and Malvern Target and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permitspermits, Consentsconsents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permitspermits, Consentsconsents, approvals and authorizations of all such third parties and Regulatory Authorities. First Bank Buyer shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, that in no event shall First Bank Buyer be required take any action or agree to take any action, or accept any new restriction or condition on the First Bank Buyer Entities which would reasonably be expected to have a Material Adverse Effect is materially burdensome on Buyer’s business or on the Surviving Corporation and its Subsidiariesbusiness of Target or Target Bank, taken as in each case following the Closing or which would likely reduce the economic benefits of the transactions contemplated by this Agreement to Buyer to such a whole, after giving effect degree that Buyer would not have entered into this Agreement had such condition or restriction been known to it at the Merger date hereof (any such condition or restriction, a “Burdensome Condition”). Each of First Bank Buyer and Malvern Target shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, the receiving Party shall, to the extent permitted by applicable Law (i) promptly advise the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary information. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank Xxxxxxx and Malvern Xxxxxxx and their respective Subsidiaries shall cooperate with each other and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices notices, petitions and filings and to obtain all Permits, Consents, approvals Permits and authorizations Consents of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permits, Permits and Consents, approvals . Each of Xxxxxxx and authorizations of all such third parties and Regulatory Authorities. First Bank Xxxxxxx shall use its respective reasonable best efforts to resolve objections, if any, which may be asserted with respect to this Agreement or the Merger and the Bank Merger transactions contemplated hereby by any Regulatory Authority or under any applicable Law or Order; provided, that in no event shall First Bank any Xxxxxxx Entities be required take any action or agree required, and the Xxxxxxx Entities shall not be permitted (without Xxxxxxx’ prior written consent in its sole discretion) to take any action, or to commit to take any action, or to accept any new restriction or condition condition, involving the Xxxxxxx Entities or the Xxxxxxx Entities, which is materially burdensome on Xxxxxxx’ business or on the First Bank Entities business of Xxxxxxx or Landmark Bank, in each case following the Closing or which would reasonably be expected likely reduce the economic benefits of the transactions contemplated by this Agreement to Xxxxxxx to such a degree that Xxxxxxx would not have a Material Adverse Effect on entered into this Agreement had such condition or restriction been known to it at the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger date hereof (any such condition or restriction, a “Burdensome Condition”). . (b) Each of First Bank Xxxxxxx and Malvern Xxxxxxx shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement, provided, that Xxxxxxx shall not have the right to review portions of material filed by Xxxxxxx with a Regulatory Authority that contain competitively sensitive business or other proprietary information or confidential supervisory information filed under a claim of confidentiality. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Requisite Regulatory Authority Approval will not be obtained or that the receipt of such consent or approval Requisite Regulatory Approval may be materially delayed (a “delayed. Each Party shall consult with the other in advance of any meeting or conference with any Regulatory Communication”). Upon Authority in connection with the receipt of a Regulatory Communication, the receiving Party shalltransactions contemplated by this Agreement and, to the extent permitted by applicable Law (i) promptly advise such Regulatory Authority, give the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with and/or its counsel the opportunity to attend and participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary informationand conferences. (bc) Each Party agrees, upon request, subject to applicable Laws related to the exchange of informationLaws, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, Proxy Statement/Prospectus or any other statement, filing, notice or application made by or on behalf of such other Party Xxxxxxx, Xxxxxxx or any of its their respective Subsidiaries to any third party and/or Regulatory AuthorityAuthority in connection with the Merger and the other transactions contemplated by this Agreement.

Consents of Regulatory Authorities. (a) First Bank Simmons and Malvern Southwest and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permitspermits, Consentsconsents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permitspermits, Consentsconsents, approvals and authorizations of all such third parties and Regulatory Authorities. First Bank Xxxxxxx shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, that in no event shall First Bank Xxxxxxx be required take any action or agree to take any action, or accept any new restriction or condition on any of the First Bank Simmons Entities or the Southwest Entities, which is materially burdensome on Simmons’ business or on the business of Southwest or Southwest Bank, in each case following the Closing or which would reasonably be expected likely reduce the economic benefits of the transactions contemplated by this Agreement to Xxxxxxx to such a degree that Xxxxxxx would not have a Material Adverse Effect on entered into this Agreement had such condition or restriction been known to it at the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger date hereof (any such condition or restriction, a “Burdensome Condition”). Each of First Bank Xxxxxxx and Malvern Southwest shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, the receiving Party shall, to the extent permitted by applicable Law (i) promptly advise the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary information. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank Buyer and Malvern Target and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permitspermits, Consentsconsents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permits, Consents, approvals and authorizations of all such third parties and Regulatory AuthoritiesAgreement. First Bank Buyer shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, that in no event shall First Bank Buyer be required take any action or agree to take any action, or accept any new restriction or condition on the First Bank Buyer Entities which would reasonably be expected to have a Material Adverse Effect is materially and unreasonably burdensome on Buyer’s business or on the Surviving Corporation and its Subsidiariesbusiness of Target or the Target Bank, taken as in each case following the Closing or which would reduce the economic benefits of the transactions contemplated by this Agreement to Buyer to such a whole, after giving effect degree that Buyer would not have entered into this Agreement had such condition or restriction been known to it at the Merger date hereof (any such condition or restriction, a “Burdensome Condition”). Each of First Bank Buyer and Malvern Target shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rightsright, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits permits, consents, approvals and Consents authorizations of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent consent or approval of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, the receiving Party shall, to the extent permitted by applicable Law Law, (i) promptly advise the other Party of the receipt of such any substantive communication from a Regulatory CommunicationAuthority with respect to the transactions contemplated hereby, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information)thereof, and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary informationAgreement. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank WSFS and Malvern PLFC and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permits, Consents, approvals Permits and authorizations Consents of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permits, Consents, approvals Permits and authorizations Consents of all such third parties and Regulatory Authorities. First Bank WSFS shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, that in no event shall First Bank WSFS be required take any action or agree to take any action, or accept any new restriction or condition on the First Bank WSFS Entities which would reasonably be expected to have a Material Adverse Effect is materially and unreasonably burdensome on WSFS’s business or on the Surviving Corporation and its Subsidiariesbusiness of PLFC or PLFC Bank, taken as in each case following the Closing or which would reduce the economic benefits of the transactions contemplated by this Agreement to WSFS to such a whole, after giving effect degree that WSFS would not have entered into this Agreement had such condition or restriction been known to it at the Merger date hereof (any such condition or restriction, a “Burdensome Condition”). Each of First Bank WSFS and Malvern PLFC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rightsright, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent consent or approval of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, the receiving Party shall, to the extent permitted by applicable Law (i) promptly advise the other Party of the receipt of such Regulatory CommunicationCommunication and provide a copy of such Regulatory Communication to the other Party, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary informationinformation filed or submitted under a claim of confidentiality), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary informationAgreement. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank and Malvern Delanco and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permitspermits, Consentsconsents, approvals and authorizations of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permitspermits, Consentsconsents, approvals and authorizations of all such third parties and Regulatory Authorities. First Bank shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, that in no event shall First Bank be required take any action or agree to take any action, or accept any new restriction or condition on the First Bank Entities which would reasonably be expected to have a Material Adverse Effect is materially burdensome on First Bank’s business or on the Surviving Corporation and its Subsidiariesbusiness of Delanco, taken as in each case following the Closing or which would reduce the economic benefits of the transactions contemplated by this Agreement to First Bank to such a whole, after giving effect degree that First Bank would not have entered into this Agreement had such condition or restriction been known to it at the Merger date hereof (any such condition or restriction, a “Burdensome Condition”). Each of First Bank and Malvern Delanco shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rights, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, the receiving Party shall, to the extent permitted by applicable Law (i) promptly advise the other Party of the receipt of such Regulatory Communication, (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary information), and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary information. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.

Consents of Regulatory Authorities. (a) First Bank BCB and Malvern IAB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices and filings and to obtain all Permits, Consents, approvals Permits and authorizations Consents of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permits, Consents, approvals Permits and authorizations Consents of all such third parties and Regulatory Authorities. First Bank BCB shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger and the Bank Merger under any applicable Law or Order; provided, that in no event shall First Bank BCB be required take any action or agree to take any action, or accept any new restriction or condition on the First Bank BCB Entities which would reasonably be expected to have a Material Adverse Effect is materially and unreasonably burdensome on BCB's business or on the Surviving Corporation and its Subsidiariesbusiness of IAB or IAB Bank, taken as in each case following the Closing or which would reduce the economic benefits of the transactions contemplated by this Agreement to BCB to such a whole, after giving effect degree that BCB would not have entered into this Agreement had such condition or restriction been known to it at the Merger date hereof (any such condition or restriction, a “"Burdensome Condition”"); provided, further, that BCB and IAB agree that if any IAB Regulatory Agreement would bind or apply to BCB, BCB Bank or any other BCB Entity in connection with or following the Merger or Bank Merger then the continued existence of such IAB Regulatory Agreement shall be a Burdensome Condition. Each of First Bank BCB and Malvern IAB shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing review and consultation rightsright, each of the Parties hereto agrees to act reasonably and as promptly as practicable. Each Party hereto agrees that it will consult with the other Party hereto with respect to the obtaining of all material Permits and Consents of third parties and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other Party upon receiving any communication from a Regulatory Authority the Consent consent or approval of which is required for the consummation of the Merger, the Bank Merger and the other transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “"Regulatory Communication”"). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, the receiving Party shall, to the extent permitted by applicable Law Law: (i) promptly advise the other Party of the receipt of such Regulatory Communication, ; (ii) provide the other Party with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof (other than portions of materials to be filed or submitted in connection therewith that contain confidential or non-public supervisory information or competitively sensitive business or proprietary informationinformation filed or submitted under a claim of confidentiality); and, and (iii) if permitted by the applicable Regulatory Authority, provide the other Party with the opportunity to participate in any meetings or substantive telephone conversations that the receiving party or its Representatives may have from time to time with any Regulatory Authority with respect to the transactions contemplated by this Agreement to the extent such meetings or telephone conversations do not contain or involve confidential or non-public supervisory information, competitively sensitive business or proprietary informationAgreement. (b) Each Party agrees, upon request, subject to applicable Laws related to the exchange of information, to promptly furnish the other Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Party or any of its Subsidiaries to any Regulatory Authority.