Common use of No Violations; Consents Clause in Contracts

No Violations; Consents. The execution, delivery and performance of this Agreement by NASB Holding and Acquisition Sub do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub or any of their respective Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the articles of incorporation or bylaws of NASB Holding or Acquisition Sub or the similar organizational documents of any of their respective Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NASB Holding or Acquisition Sub or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub or any of their respective Subsidiaries is a party, or to which any of their respective properties or assets may be subject. The consummation by NASB Holding and Acquisition Sub of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of the OTS under the HOLA, (the "Requisite Regulatory Approvals"), and (y) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know of no reason pertaining to NASB Holding or Acquisition Sub why any of the approvals referred to in this Section 2.4(d) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(b).

No Violations; Consents. The execution(a) Assuming that the consents and approvals referred to in Section 3.6(b) are duly and timely made or obtained and that Company Proposal is approved by the requisite vote or approval of Company stockholders, the execution and delivery and performance by the Company of this Agreement by NASB Holding and Acquisition Sub do notthe Related Documents, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not, constitute not (i) assuming receipt violate any provisions of all Requisite Regulatory Approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub or any of their respective Subsidiaries (or any of their respective properties) is subjectthe Company Charter Documents, (ii) a breach or violation of, or a default under, violate any provisions of the articles of incorporation or bylaws of NASB Holding or Acquisition Sub or the similar organizational documents Company Subsidiary Charter Documents of any of their respective Subsidiaries or Company Subsidiary, (iii) violate, result in a breach or violation of any provision of, or constitute a default under (or an event which, with due notice or lapse of time or both, would constitute a default default) under), impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Contract by which the Company or any of its Subsidiaries is bound or to which any of their properties is subject, (iv) result in the creation of any lien, pledge, security interest, charge or Lien (other encumbrance than Permitted Liens) upon any of the properties or assets of NASB Holding the Company or Acquisition Sub its Subsidiaries under any Contract by which the Company or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub or any of their respective its Subsidiaries is a party, bound or to which any of their respective properties is subject, (v) result in any Contract by which the Company or assets may be subject. The consummation by NASB Holding and Acquisition Sub any of its Subsidiaries is bound or to which any of their properties is subject being declared void, voidable, or without further binding effect or (vi) contravene or constitute a violation of any provision of any applicable Law binding upon or applicable to the transactions contemplated hereby will not require Company or any approvalof its Subsidiaries, consent or waiver under other than, in the cases of clauses (iii) through (vi), any such lawviolations, rulebreaches, regulationdefaults, judgmentimpairments, decreealterations, orderterminations, governmental permit cancellations, purchase rights, accelerations, Liens or license declarations that, individually or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of the OTS under the HOLA, (the "Requisite Regulatory Approvals"), and (y) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know of no reason pertaining to NASB Holding or Acquisition Sub why any of the approvals referred to in this Section 2.4(d) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(b)aggregate, do not constitute a Company Material Adverse Effect.

No Violations; Consents. The execution(a) Assuming that the consents and approvals referred to in Section 4.6(b) are duly and timely made or obtained and that the Parent Proposal is approved by the requisite Parent stockholders, the execution and delivery by Parent and performance Merger Sub of this Agreement by NASB Holding and Acquisition Sub do notthe Related Documents, the performance of their respective obligations hereunder and thereunder and the consummation by them of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not, constitute not (i) assuming receipt violate any provisions of all Requisite Regulatory Approvals, a breach the Parent Charter Documents or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Merger Sub or any of their respective Subsidiaries (or any of their respective properties) is subjectCharter Documents, (ii) a breach or violation of, or a default under, violate any provisions of the articles of incorporation or bylaws of NASB Holding or Acquisition Sub or the similar organizational documents Parent Subsidiary Charter Documents of any of their respective Subsidiaries or Parent Subsidiary, (iii) violate, result in a breach or violation of any provision of, or constitute a default under (or an event which, with due notice or lapse of time or both, would constitute a default default) under), impair Parent’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, any Contract by which Parent or any of its Subsidiaries is bound or to which any of their properties is subject, (iv) result in the creation of any lien, pledge, security interest, charge or Lien (other encumbrance than Permitted Liens) upon any of the properties or assets of NASB Holding Parent or Acquisition Sub its Subsidiaries under any Contract by which Parent or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub or any of their respective its Subsidiaries is a party, bound or to which any of their respective properties is subject, (v) result in any Contract by which the Parent or assets may be subject. The consummation by NASB Holding and Acquisition Sub any of its Subsidiaries is bound or to which any of their properties is subject being declared void, voidable, or without further binding effect or (vi) contravene or constitute a violation of any provision of any applicable Law binding upon or applicable to Parent or any of its Subsidiaries, other than, in the transactions contemplated hereby will not require any approvalcases of clauses (iii) through (vi), consent or waiver under any such lawviolations, rulebreaches, regulationdefaults, judgmentimpairments, decreealterations, orderterminations, governmental permit cancellations, purchase rights, accelerations Liens or license declarations that, individually or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of the OTS under the HOLA, (the "Requisite Regulatory Approvals"), and (y) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know of no reason pertaining to NASB Holding or Acquisition Sub why any of the approvals referred to in this Section 2.4(d) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(b)aggregate, do not constitute a Parent Material Adverse Effect.

No Violations; Consents. (a) The execution, execution and delivery and performance by the Company of this Agreement by NASB Holding and Acquisition Sub do notthe Related Documents, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not, constitute not (i) assuming receipt violate any provisions of all Requisite Regulatory Approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub or any of their respective Subsidiaries (or any of their respective properties) is subjectthe Company Charter Documents, (ii) a breach or violation of, or a default under, violate any provisions of the articles of incorporation or bylaws of NASB Holding or Acquisition Sub or the similar organizational documents Company Subsidiary Charter Documents of any of their respective Subsidiaries or Company Subsidiary, (iii) except as set forth in Section 3.6(a) of the Company Disclosure Letter, violate, result in a breach or violation of any provision of, require any consent or approval under, constitute a default under (or an event which, with due notice or lapse of time or both, would constitute a default default) under), impair the Company’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of purchase under, or accelerate the performance required by, or any Company Material Contract, (iv) result in the creation of any lien, pledge, security interest, charge or Lien (other encumbrance than Permitted Liens) upon any of the properties or assets of NASB Holding the Company or Acquisition Sub its Subsidiaries under any Company Material Contract, (v) result in any Company Material Contract being declared void, voidable, or without further binding effect, (vi) result in a detriment to the Company or any of their respective its Subsidiaries under, any of (constituting a Material Adverse Effect) under the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to Contracts by which NASB Holding or Acquisition Sub the Company or any of their respective its Subsidiaries is a party, bound or to which any of their respective properties is subject or assets may be subject. The consummation by NASB Holding (vii) assuming that the consents and Acquisition Sub of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of the OTS under the HOLA, (the "Requisite Regulatory Approvals"), and (y) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know of no reason pertaining to NASB Holding or Acquisition Sub why any of the approvals referred to in this Section 2.4(d3.6(b) should not be are duly and timely made or obtained without undue delay and that Company Proposal is approved by the requisite Company stockholders, contravene or the imposition constitute a violation of any material condition provision of any applicable Law binding upon or restriction described applicable to the Company or any of its Subsidiaries, other than, in the last sentence cases of Section 5.1(bclauses (iii) through (vii), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or detriments that, individually or in the aggregate, do not constitute a Company Material Adverse Effect.

No Violations; Consents. The execution, delivery and performance of this Agreement by NASB Holding and Acquisition Sub MBLA do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory ApprovalsApprovals (as defined in SECTION 2.4(C)) and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub MBLA or any of their respective its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the articles certificate of incorporation or bylaws of NASB Holding or Acquisition Sub MBLA or the similar organizational documents of any of their respective its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NASB Holding or Acquisition Sub MBLA or any of their respective its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub MBLA or any of their respective its Subsidiaries is a party, or to which any of their respective properties or assets may be subject. The consummation by NASB Holding MBLA and Acquisition Sub Macon Building & Loan of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to SECTION 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of the OTS under holders of a majority of the HOLAoutstanding shares of MBLA Common Stock entitled to vote thereon, (the "Requisite Regulatory Approvals"), and (y) such approvals, consents or waivers the approval of MBLA as are required under the federal sole stockholder of Macon Building & Loan and state securities or (z) the consent of the Office of Thrift Supervision ("blue sky" laws in connection with the transactions contemplated by this AgreementOTS"). As of the date hereof, the executive officers of NASB Holding and Acquisition Sub MBLA know of no reason pertaining to NASB Holding or Acquisition Sub MBLA why any of the approvals referred to in this Section 2.4(dSECTION 2.3(E) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(bSECTION 5.1(B).

No Violations; Consents. The execution, delivery and ----------------------- performance of this Agreement by NASB Holding and Acquisition Sub do Fuxxxx xo not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory ApprovalsApprovals (as defined in SECTION 2.3(C)) and requisite stockholder approvals, a breach or violation of, or a default under, of any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub or Fuxxxx xr any of their respective its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, of the articles certificate of incorporation or bylaws of NASB Holding or Acquisition Sub or Fuxxxx xr the similar organizational documents of any of their respective its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NASB Holding or Acquisition Sub or Fuxxxx xr any of their respective its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub or Fuxxxx xr any of their respective its Subsidiaries is a party, or to which any of their respective properties or assets may be subject. The consummation by NASB Holding and Acquisition Sub Fuxxxx xnd Fuxxxx Xavings of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to SECTION 1.8) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of the OTS under holders of a majority of the HOLAoutstanding shares of Fuxxxx Xommon Stock entitled to vote thereon, (the "Requisite Regulatory Approvals"), and (y) such approvals, consents or waivers as are required under the federal approval of Fuxxxx xs the sole stockholder of Fuxxxx Xavings and state securities or (z) the consent of the Office of Thrift Supervision ("blue sky" laws in connection with the transactions contemplated by this AgreementOTS"). As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know Fuxxxx xnow of no reason pertaining to NASB Holding or Acquisition Sub why Fuxxxx xhy any of the approvals referred to in this Section 2.4(dSECTION 2.2(E) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(b)obtained.

No Violations; Consents. The execution, delivery and performance by Seller of this the Technology License Agreement by NASB Holding and Acquisition Sub do not, each of the Transaction Documents to which Seller is a party and the consummation of the transactions contemplated hereby and thereby will notnot to Seller's Knowledge (with or without the giving of notice or the lapse of time, constitute or both) (i) assuming receipt violate any provision of all Requisite Regulatory Approvalsthe charter or bylaws of Seller, (ii) violate, or, except as required by the HSR Act or by the permits and licenses referred to in Section 6.7 hereof, require any consent, authorization, approval, exemption, or filing under any provision of any law, statute, rule or regulation to which Seller, the Business or the Purchased Assets are subject, (iii) violate any judgment, order, writ or decree of any court applicable to Seller, the Business or the Purchased Assets, (iv) except for such consents or approvals as required by the leases and contracts referred to in Section 1.42 (which generally require consent to the assignment thereof) conflict with, result in a breach or violation of, or constitute a default under, any law, rule or regulation accelerate or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub or any the acceleration of their respective Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the articles of incorporation or bylaws of NASB Holding or Acquisition Sub or the similar organizational documents of any of their respective Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or require any consent, authorization or approval under (x) any mortgage, indenture, loan or credit agreement or any other agreement or instrument evidencing indebtedness for money borrowed to which Seller is a party or by which Seller or any of the Purchased Assets is bound or (y) any other contract, agreement or instrument to which Seller is a party or any of the Purchased Assets is bound or (v) result in the creation or imposition of any lienEncumbrance upon the Purchased Assets, pledgewhich violation, security interestconflict, charge breach, default, acceleration or other encumbrance upon any Encumbrance, or the failure to make or obtain such filing, consent, authorization or approval, with respect to the matters specified in clauses (ii) through (v) could, individually or in the aggregate, reasonably be expected to have a Material adverse effect on the Purchased Assets or the results of operations of the properties Business or assets prevent or delay the consummation of NASB Holding or Acquisition Sub or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub or any of their respective Subsidiaries is a party, or to which any of their respective properties or assets may be subject. The consummation by NASB Holding and Acquisition Sub of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of the OTS under the HOLA, (the "Requisite Regulatory Approvals"), and (y) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know of no reason pertaining to NASB Holding or Acquisition Sub why any of the approvals referred to in this Section 2.4(d) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(b).

No Violations; Consents. The execution, delivery and performance of this Agreement by NASB Holding and Acquisition Sub Acquiree Bank do not, and the consummation of the transactions contemplated hereby by this Agreement will not, constitute (i) assuming receipt of all Requisite Regulatory Approvalsrequired member and governmental approvals have been obtained and the applicable waiting periods have expired, a breach or violation of, or a default under, violate any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub or any of their respective Subsidiaries Acquiree Bank (or any of their respective its properties) is subject, (ii) a breach or violation of, or a default under, violate the articles of incorporation charter or bylaws of NASB Holding or Acquisition Sub or the similar organizational documents of any of their respective Subsidiaries Acquiree Bank or (iii) constitute a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of NASB Holding or Acquisition Sub or any of their respective Subsidiaries under, Acquiree Bank under any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub or any of their respective Subsidiaries Acquiree Bank is a party, or to which any of their respective its properties or assets may be subject. The consummation by NASB Holding and Acquisition Sub , except, in the case of the transactions contemplated hereby will not require any approval(iii), consent or waiver under for any such lawbreaches, ruleviolations or defaults that would not, regulationindividually or in the aggregate, judgment, decree, order, governmental permit have a Material Adverse Effect on Acquiree Bank. No consents or license or the approval, consent or waiver of any other party to any such agreementapprovals of, or instrumentfilings or registrations with, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of the OTS under the HOLA, (the "Requisite Regulatory Approvals"), and (y) such approvals, consents any Governmental Entity or waivers as any third party are required under the federal and state securities to be made or "blue sky" laws obtained in connection with the execution and delivery by Acquiree Bank of this Agreement or the consummation by Acquiree Bank of the merger and the other transactions contemplated by this Agreement, except for filings of applications and notices with, receipt of approvals or nonobjections from, and expiration of the related waiting period required by federal and state banking authorities and the Department of Justice. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know Acquiree Bank knows of no reason pertaining to NASB Holding or Acquisition Sub Acquiree Bank why any of the approvals referred to in this Section 2.4(dSECTION 3.2(D) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(bSECTION 6.1(B).

No Violations; Consents. The execution, delivery and performance ----------------------- of this Agreement by NASB Holding and Acquisition Sub CNS do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory ApprovalsApprovals (as defined in Section 2.4(d)) and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub CNS or any of their respective its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the articles certificate of incorporation or bylaws of NASB Holding or Acquisition Sub CNS or the similar organizational documents of any of their respective its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NASB Holding or Acquisition Sub CNS or any of their respective its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub CNS or any of their respective its Subsidiaries is a party, or to which any of their respective properties or assets may be subject. The consummation by NASB Holding CNS and Acquisition Sub CNS Bank of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of the OTS under holders of a majority of the HOLAoutstanding shares of CNS Common Stock entitled to vote thereon, (the "Requisite Regulatory Approvals"), and (y) such approvals, consents or waivers the approval of CNS as are required under the federal sole stockholder of CNS Bank and state securities or (z) the consent of the Office of Thrift Supervision ("blue sky" laws in connection with the transactions contemplated by this AgreementOTS"). As of the date hereof, the executive officers of NASB Holding and Acquisition Sub CNS know of no reason pertaining to NASB Holding or Acquisition Sub CNS why any of the approvals referred to in this Section 2.4(d2.3(e) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(b).

No Violations; Consents. The execution, delivery and performance of this Agreement by NASB Holding and Acquisition Sub do Seller does not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory ApprovalsApprovals (as defined in Section 3.04d)) and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub Seller or any of their respective its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the articles certificate of incorporation or bylaws of NASB Holding or Acquisition Sub Seller or the similar organizational documents of any of their respective its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NASB Holding or Acquisition Sub Seller or any of their respective its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub Seller or any of their respective its Subsidiaries is a party, or to which any of their respective properties or assets may be subject. The consummation by NASB Holding and Acquisition Sub Seller of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (wv) the approval of NASB Holding as the sole shareholder holders of Acquisition Suba majority of the outstanding shares of Seller Common Stock entitled to vote thereon, (x) the approval of Seller as the OTS under the HOLAsole stockholder of Seller S&L, (y) the consent of the Office of Thrift Supervision ("Requisite Regulatory ApprovalsOTS"), and (yz) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreementconsent of any regulatory agency having jurisdiction over Buyer. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub Seller know of no reason pertaining to NASB Holding or Acquisition Sub Seller why any of the approvals referred to in this Section 2.4(d3.03e) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(b6.01(b).

No Violations; Consents. The execution, delivery and performance of this Agreement by NASB Holding and Acquisition Sub do Buyer does not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub Buyer or any of their respective its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the articles certificate of incorporation or bylaws of NASB Holding or Acquisition Sub Buyer or the similar organizational documents of any of their respective its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NASB Holding or Acquisition Sub Buyer or any of their respective its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub Buyer or any of their respective its Subsidiaries is a party, or to which any of their respective properties or assets may be subject. The consummation by NASB Holding and Acquisition Sub Buyer of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (wx) the approval of NASB Holding Buyer as the sole shareholder of Acquisition Sub, Sub and (xy) the approval of the OTS Board of Governors of the Federal Reserve System ("FRB") under the HOLABHCA and (z) approval of the Office of the Comptroller of the Currency ("OCC") of the Related Mergers (collectively, (the "Requisite Regulatory ApprovalsREQUISITE REGULATORY APPROVALS"), and (y) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub Buyer know of no reason pertaining to NASB Holding or Acquisition Sub Buyer why any of the approvals referred to in this Section 2.4(d3.04d) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(b6.01d).

No Violations; Consents. (i) The execution, delivery and performance of this Agreement by NASB Holding and Acquisition Sub do Acquiror does not, and the consummation of the transactions contemplated hereby by this Agreement will not, constitute (iA) assuming receipt that the consents and approvals referred to in SECTION 2.3(F)(II) are obtained and the applicable waiting periods have expired and the approval of all Requisite Regulatory ApprovalsAcquiror's stockholders is obtained, a breach or violation of, or a default under, violate any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub Acquiror or any of their respective its Subsidiaries (or any of their respective properties) is subject, (iiB) a breach or violation of, or a default under, violate the articles certificate of incorporation or bylaws of NASB Holding or Acquisition Sub Acquiror or the similar organizational documents of any of their respective its Subsidiaries or (iiiC) constitute a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NASB Holding or Acquisition Sub Acquiror or any of their respective its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub Acquiror or any of their respective its Subsidiaries is a party, or to which any of their respective properties or assets may be subject. The consummation by NASB Holding and Acquisition Sub , except, in the case of the transactions contemplated hereby will not require any approval(C), consent or waiver under for any such lawbreaches, ruleviolations or defaults that would not, regulation, judgment, decree, order, governmental permit individually or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of the OTS under the HOLA, (the "Requisite Regulatory Approvals"), and (y) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know of no reason pertaining to NASB Holding or Acquisition Sub why any of the approvals referred to in this Section 2.4(d) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(b)aggregate, have a Material Adverse Effect on Acquiror.

No Violations; Consents. The execution, delivery and performance ----------------------- of this Agreement by NASB Holding and Acquisition Sub ENB do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub ENB or any of their respective its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the articles of incorporation or bylaws of NASB Holding or Acquisition Sub ENB or the similar organizational documents of any of their respective its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NASB Holding or Acquisition Sub ENB or any of their respective its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub ENB or any of their respective its Subsidiaries is a party, or to which any of their respective properties or assets may be subject. The consummation by NASB Holding ENB and Acquisition Sub ENB Bank of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding ENB as the sole shareholder of Acquisition Sub, (x) the approval of the OTS shareholders of ENB Bank, (y) the approval of the Board of Governors of the Federal Reserve System ("FRB") under the HOLABHCA, the approval of the Comptroller of the Currency of the Bank Merger and of the payment by ENB Bank of a dividend sufficient to fund the payment of the Cash Consideration (collectively, the "Requisite Regulatory ApprovalsREQUISITE REGULATORY APPROVALS"), and (yz) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub ENB know of no reason pertaining to NASB Holding or Acquisition Sub ENB why any of the approvals referred to in this Section 2.4(d) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(b).

No Violations; Consents. The (a) Assuming that all consents, approvals, filings and notices described in Section 3.4(b) have been obtained, the execution, delivery and performance of this Agreement and the other Transaction Documents by NASB Holding and Acquisition Sub do any Group Company does not, and the consummation by each Group Company of the transactions contemplated hereby Transactions, and compliance by each Group Company with the provisions of this Agreement and the other Transaction Documents will not, constitute (i) assuming receipt with or without the giving of all Requisite Regulatory Approvalsnotice, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub or any of their respective Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the articles of incorporation or bylaws of NASB Holding or Acquisition Sub or the similar organizational documents of any of their respective Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would conflict with, or result in any violation or breach by any Group Company of, or constitute a default under), or give rise to a right of, or result in in, an acceleration, termination, loss of benefits or rights, or cancellation, require novation or the termination of, accelerate the performance required by, consent or approval of or provision of notice to any third party or result in the creation of any lien, pledge, security interest, charge Lien in or other encumbrance upon any of the Securities, or any equity securities or properties or other assets of NASB Holding any Group Company, give rise to any additional payment by, or Acquisition Sub obligation of, any Group Company or trigger the right of any Person to acquire all or any part of the Securities or any equity securities of any Group Company pursuant to a preferential purchase right, preemptive right, right of first refusal or offer, buy-sell arrangement or otherwise, in each case under, (A) the Governing Documents of any Group Company, (B) any Permits for the operation of the businesses of the Group Companies or other authorization or Contract to which any Group Company is a party or by which any Group Company, or any of their respective Subsidiaries underassets or properties, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub or any of their respective Subsidiaries is a partyare bound, or to which any equity securities of any Group Company (including the Securities) are subject, or (C) subject to receipt of the Required Governmental Approvals, any (x) Law applicable to any Group Company or their respective properties or other assets may be subject. The consummation by NASB Holding and Acquisition Sub of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of the OTS under the HOLA, (the "Requisite Regulatory Approvals"), and (y) such approvalsOrder applicable to any Group Company or their respective properties or other assets, consents or waivers as are required under other than, in the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As case of the date hereofforegoing clauses (B) and (C), any such conflicts, violations, breaches, defaults, rights, losses or Liens that would not have, or would not reasonably be expected to have, a material impact on the executive officers of NASB Holding and Acquisition Sub know of no reason pertaining to NASB Holding Group Companies, taken as a whole, or Acquisition Sub why any materially delay or prevent the consummation of the approvals referred to in this Section 2.4(d) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(b)Transactions.

No Violations; Consents. The Neither the execution, delivery and or performance by Newkirk of this Agreement by NASB Holding and Acquisition Sub do not, and the consummation nor txx xxxxummation of the transactions transaction contemplated hereby hereby, will not, constitute (ia) assuming receipt of all Requisite Regulatory Approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub or any of their respective Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the articles of incorporation or bylaws of NASB Holding or Acquisition Sub or the similar organizational documents of any of their respective Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under)conflict with, or result in the breach of, any provision of the organizational documents of Newkirk, the Operating Partnersxxx xx any Company Subsidiary, (b) conflict with, violate, result in the breach or termination of, accelerate or constitute a default or give rise to any right of termination, amendment, cancellation or acceleration or right to increase the performance required byobligations or otherwise modify the terms thereof under any Contract or Order to which Newkirk, the Operating Partnersxxx xx any Company Subsidiary is a party or by which Newkirk or any Company Subsidiaxx xx xny of the properties or assets of Newkirk, the Operating Partnersxxx xx any Company Subsidiary is bound, (c) constitute a violation of any Law applicable to Newkirk, the Operating Partnersxxx xx any Company Subsidiary; or (d) result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of NASB Holding or Acquisition Sub or Newkirk, the Operating Partnersxxx xx any of their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub or any of their respective Subsidiaries is a party, or to which any of their respective properties or assets may be subjectCompany Subsidiary. The consummation by NASB Holding and Acquisition Sub of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) Except for the approval of the OTS under NYSE referred to in Section 6.01(c) and the HOLAdeclaration by the SEC of the effectiveness of the Registration Statement, (no Consent is required on the "Requisite Regulatory Approvals")part of Newkirk, and (y) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws Operating Partnersxxx xx the Company Subsidiaries in connection with the transactions contemplated by execution and delivery of this Agreement. As Agreement and the consummation of the date hereoftransaction contemplated hereby, including the executive officers of NASB Holding issuance, sale and Acquisition Sub know of no reason pertaining to NASB Holding or Acquisition Sub why any deliver of the approvals referred Shares to in this Section 2.4(d) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(b)issued, sold and delivered hereunder.

No Violations; Consents. The execution, delivery and performance of this Agreement by NASB Holding and Acquisition Sub ENB do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub ENB or any of their respective its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the articles of incorporation or bylaws of NASB Holding or Acquisition Sub ENB or the similar organizational documents of any of their respective its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NASB Holding or Acquisition Sub ENB or any of their respective its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub ENB or any of their respective its Subsidiaries is a party, or to which any of their respective properties or assets may be subject. The consummation by NASB Holding ENB and Acquisition Sub ENB Bank of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding ENB as the sole shareholder of Acquisition Sub, (x) the approval of the OTS shareholders of ENB Bank, (y) the approval of the Board of Governors of the Federal Reserve System ("FRB") under the HOLABHCA, the approval of the Comptroller of the Currency of the Bank Merger and of the payment by ENB Bank of a dividend sufficient to fund the payment of the Cash Consideration (collectively, the "Requisite Regulatory Approvals"), and (yz) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub ENB know of no reason pertaining to NASB Holding or Acquisition Sub ENB why any of the approvals referred to in this Section 2.4(d) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(b).

No Violations; Consents. The execution, delivery and performance of this Agreement by NASB Holding and Acquisition Sub CNS do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory ApprovalsApprovals (as defined in Section 2.4(d)) and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub CNS or any of their respective its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the articles certificate of incorporation or bylaws of NASB Holding or Acquisition Sub CNS or the similar organizational documents of any of their respective its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NASB Holding or Acquisition Sub CNS or any of their respective its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub CNS or any of their respective its Subsidiaries is a party, or to which any of their respective properties or assets may be subject. The consummation by NASB Holding CNS and Acquisition Sub CNS Bank of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of the OTS under holders of a majority of the HOLAoutstanding shares of CNS Common Stock entitled to vote thereon, (the "Requisite Regulatory Approvals"), and (y) such approvals, consents or waivers the approval of CNS as are required under the federal sole stockholder of CNS Bank and state securities or (z) the consent of the Office of Thrift Supervision ("blue sky" laws in connection with the transactions contemplated by this AgreementOTS"). As of the date hereof, the executive officers of NASB Holding and Acquisition Sub CNS know of no reason pertaining to NASB Holding or Acquisition Sub CNS why any of the approvals referred to in this Section 2.4(d2.3(e) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Section 5.1(b).