Except for (i the filing of applications and notices with, and the consents and approvals of, as applicable, the FRB, the FDIC, the Massachusetts Board, the MHPF, the Co- operative Central Bank and the Bank Commissioner, (ii) the filing of the Proxy Statement with the SEC, (iii) the approval of this Agreement by the requisite vote of the shareholders of Sandwich, (iv) the filing of Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts pursuant to the MBCL in connection with the Merger, and (v) review of the Merger by the DOJ under federal antitrust laws, and except for such filings, registrations, consents or approvals which are Previously Disclosed, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Sandwich or Sandwich Bank in connection with the execution and delivery by Sandwich of this Agreement and the consummation by Sandwich of the transactions contemplated hereby.
Except for (i amounts due to third parties by the Master Issuer and/or Funding 2 under paragraph (a) or amounts due to the Account Bank, or the Master Issuer Account Bank, which shall be paid when due on each Funding 2 Interest Payment Date prior to the service of a Master Intercompany Loan Acceleration Notice, the Cash Manager will apply (iii) the Funding 2 Available Revenue Receipts for such date and (iv) if Funding 2 Available Revenue Receipts for such date are insufficient to pay items (a) to (d), (f), (h), (j), and (l) below amounts standing to the credit of the Funding 2 Principal Ledger the Funding 2 Cash Accumulation Ledger, in the following order of priority (being the FUNDING 2 PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS):
(a) without priority among them, but in proportion to the respective amounts due, to pay amounts due to:
(i) the Funding 2 Security Trustee (together with interest and any amount in respect of VAT on those amounts) and to provide for any amounts due or to become due in the immediately following Funding 2 Interest Period to the Funding 2 Security Trustee under the Funding 2 Deed of Charge;
(ii) to pay amounts due to the Issuer in respect of the Issuer's obligations specified in items (a) to (c) inclusive of the Issuer Pre-Enforcement Revenue Priority of Payments or, as the case may be, items (a) and (b) of the Issuing Post-Enforcement Priority of Payments; and
(iii) any third party creditors of Funding 2 (other than those referred to later in this paragraph 2.2, which amounts have been incurred without breach by Funding 2 of the Transaction Documents to which it is a party and to provide for any of these amounts expected to become due and payable in the immediately following Funding 2 Interest Period by Funding 2 and to pay or discharge any liability of Funding 2 for corporation tax on any chargeable income or gain of Funding 2;
(b) without priority among them but in proportion to the respective amounts due, towards payment of amounts (if any) by Funding 2 to the Corporate Services Provider under the Corporate Services Agreement and to the PECOH Corporate Services Provider under the PECOH Corporate Services Agreement;
(c) towards payment of amounts (if any) due to the Funding 2 Swap Provider under the Funding 2 Swap Agreement (including termination payments but excluding any Funding 2 Swap Excluded Termination Amount;
(d) without priority among them, but in proportion to the respective amounts due, towards payments of interest due and payabl...
Except for (i the indebtedness incurred by Borrower pursuant to the Revolving Credit Agreement, (ii) the Guaranties, (iii) secured liabilities for which the obligee's recourse is limited solely to the specific asset or assets that are encumbered (which limitation may be subject to customary exceptions), (iv) indebtedness heretofore incurred by Xxxxxx Park Mall Venture in favor of Midlantic Bank, N.A. and guarantied by Borrower, and (v) indebtedness heretofore incurred by Laurel Mall Associates in the amount of $30,200,000 that is guarantied by Borrower, create, assume, incur or otherwise become liable under Consolidated Liabilities or Contingent Liabilities in amounts in excess of $10,000,000 in the aggregate after the date hereof;"
Except for (i the filing of applications and notices with, and the consents and approvals of, the applicable Bank Regulators, (ii) the filing and effectiveness of the Conversion Registration Statement with the SEC in connection with the Conversion, (iii) the approval of the Conversion and/or the Plan by the requisite vote of the Corporators, (iv) the filing of a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL in connection with the Merger, (v) the filing of a copy of the Bank Merger Agreement and the approval of the commissioner of the Connecticut Department of Banking with the Connecticut Secretary of the State in connection with the Bank Merger, and (vi) compliance with applicable state securities or "blue sky" laws, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of NHSB in connection with the execution and delivery of this Agreement or the Bank Merger Agreement, the consummation of the Merger by NEWCO, and the consummation of the Bank Merger by NHSB.
Except for (i the filing in connection with the IPO of a registration statement on Form S-1 (the "FORM S-1") and the filing of a registration statement on Form S-4 (the "FORM S-4") (Form S-1 and Form S-4 are collectively the "REGISTRATION STATEMENTS") with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the "SECURITIES ACT"or the "1933 ACT"), the declaration of the effectiveness thereof by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR ACT"), and (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by Seller or the Company or the consummation by Seller or the Company of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, individually or in the aggregate, have a "COMPANY MATERIAL ADVERSE EFFECT," which, for purposes of this Agreement means a material adverse effect on the operations, assets, condition (financial or other), operating results, employee or client relations, or prospects of the Company or any Company Subsidiary.
