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 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 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 cases of clauses (iii) through (vi), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations Liens or declarations that, individually or in the aggregate, do not constitute a Parent Material Adverse Effect. (b) Neither the execution and delivery by Parent and Merger Sub of this Agreement or any Related Document nor the consummation by NASB Holding Parent and Acquisition Merger Sub of the Merger and the other transactions contemplated hereby or thereby in accordance with the terms hereof or thereof will not require any approvalconsent, consent approval or waiver under authorization of, notice to or filing or registration with 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 instrumentGovernmental Authority, other than (wi) the approval filing of NASB Holding the Certificate of Merger with the Secretaries of State of the State of Delaware and the State of Indiana and the filing of other documents required to be filed as a result of the sole shareholder of Acquisition SubMerger with the relevant Governmental Authorities in the states and foreign jurisdictions in which Parent, Merger Sub or any Parent Subsidiary is qualified to conduct business, (xii) the approval filing of the OTS under Proxy Statement/Prospectus with the HOLA, (SEC in accordance with the "Requisite Regulatory Approvals"), Exchange Act and the filing and effectiveness of the Registration Statement and (yiii) such approvals, consents or waivers as are filings required under the federal and state securities or "blue sky" laws in connection with “Blue Sky” Laws, applicable non-U.S. Laws or the transactions contemplated by this Agreement. As rules of the date hereofNASDAQ ((i), (ii) and (iii), collectively, the executive officers “Parent Regulatory Filings”), except for any such consents, approvals, authorizations, filings, notifications or registrations the absence or omission of NASB Holding and Acquisition Sub know of no reason pertaining to NASB Holding which, individually 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. The execution, (a) Neither the execution and delivery and performance of this Agreement by NASB Holding and Acquisition Sub do not, and Purchaser nor the consummation of the transactions contemplated hereby will nothereby, constitute nor compliance with any of the provisions hereof will: (i) assuming receipt violate, conflict with, or result in breach of all Requisite Regulatory Approvals, a breach or violation any provision of, require any consent, approval or notice under, or constitute 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), default) or result in the a right of 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, acceleration under any of the terms, conditions or provisions of (x) its charter or by-laws or (y) any material note, bond, mortgage, indenture, deed of trust, loan agreement agreement, lien, contract or other agreement, instrument or obligation to which NASB Holding Purchaser or Acquisition Sub any of its shareholders is a party or to which any of them, or any of their respective Subsidiaries properties or assets, may be subject or by which Purchaser is a partybound; or (ii) subject to compliance with the statutes and regulations referred to in Section 2. 9(b), violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to which Purchaser or any of its shareholders or any of their respective properties or assets may be subject. The consummation by NASB Holding (except, in the case of each of clauses (i) and Acquisition Sub (ii) above, for such violations, conflicts, breaches, defaults, terminations or accelerations , or any consents, approvals or notices which if not given or received, would not have any Material Adverse Effect on the business, financial condition or results of operations of Purchaser taken as a whole or on the ability of Purchaser to consummate 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 hereby). (b) There is (i) no legal impediment to Purchaser's consummation 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 , and (ii) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary for the consummation by Purchaser of the date hereoftransactions contemplated by this Agreement; except (i) for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not have any Material Adverse Effect on the executive officers business, financial condition or results of NASB Holding operations of Purchaser taken as a whole or on the ability of Purchaser to consummate the transactions contemplated hereby, and Acquisition Sub know of no reason pertaining to NASB Holding (ii) for such filings, registration, authorization, consent or Acquisition Sub why any approvals as may be required by the provisions of the approvals referred to in this Section 2.4(d) should not be obtained without undue delay or Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the imposition of any material condition or restriction described in rules and regulations thereunder (the last sentence of Section 5.1(b"Xxxx-Xxxxx-Xxxxxx Act"), and the Nevada Business Corporations Act.

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 (vii) 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 Company stockholders, contravene or constitute a violation of any provision of any applicable Law binding upon or applicable to the Company or any of its Subsidiaries, other than, in the cases of clauses (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. (b) Neither the execution and delivery by the Company of this Agreement or any Related Document nor the consummation by NASB Holding and Acquisition Sub the Company of the Merger and the other transactions contemplated hereby or thereby in accordance with the terms hereof or thereof will not require any approvalconsent, consent approval or waiver under authorization of, notice to or filing or registration with 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 instrumentGovernmental Authority, other than (wi) the approval filing of NASB Holding the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of other documents required to be filed as a result of the sole shareholder of Acquisition SubMerger with the relevant Governmental Authorities in the states and foreign jurisdictions in which Company or any Company Subsidiary is qualified to conduct business, (xii) the approval filing of the OTS under Proxy Statement/Prospectus with the HOLASEC in accordance with the Exchange Act and the filing and effectiveness of the Registration Statement, (the "Requisite Regulatory Approvals"), and (yiii) such approvals, consents or waivers as are filings required under the U.S. Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), including the filing of forms and other documents with the FTC and the Antitrust Division of the DOJ as required by the HSR Act (“Notification and Report Forms”), (iv) filings required under federal and state securities or "blue sky" laws in connection with “Blue Sky” Laws, applicable non-U.S. Laws or the transactions contemplated by this Agreement. As rules of the date hereofNYSE or (v) any other applicable filings or notifications under the antitrust, competition or similar Laws of foreign jurisdictions ((i), (ii), (iii), (iv) and (v) collectively, the executive officers of NASB Holding and Acquisition Sub know of no reason pertaining “Company Regulatory Filings”), except for any failures to NASB Holding obtain any such consent, approval or Acquisition Sub why authorization or to make any of the approvals referred to in this Section 2.4(d) should not be obtained without undue delay such filing, notification or the imposition of any material condition registration that, individually 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) Neither the execution and delivery and performance of this Agreement by NASB Holding and Acquisition Sub do not, and Company nor the consummation of the transactions contemplated hereby will nothereby, constitute nor compliance with any of the provisions hereof will: (i) assuming receipt violate, conflict with, or result in breach of all Requisite Regulatory Approvals, a breach or violation any provision of, require any consent, approval or notice under, or constitute 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), default) or result in the a right of 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, acceleration under any of the terms, conditions or provisions of (x) its charter or by-laws or (y) any material note, bond, mortgage, indenture, deed of trust, loan agreement agreement, lien, contract or other agreement, instrument or obligation to which NASB Holding Company or Acquisition Sub any of its shareholders is a party or to which any of them, or any of their respective Subsidiaries properties or assets, may be subject or by which Company is a partybound; or (ii) subject to compliance with the statutes and regulations referred to in Section 3.10(b), violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to which Company or any of its shareholders or any of their respective properties or assets may be subject. The consummation by NASB Holding (except, in the case of each of clauses (i) and Acquisition Sub (ii) above, for such violations, conflicts, breaches, defaults, terminations or accelerations , or any consents, approvals or notices which if not given or received, would not have any Material Adverse Effect on the business, financial condition or results of operations of Company taken as a whole or on the ability of Company to consummate 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 hereby). (b) There is (i) no legal impediment to Company's consummation 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 , and (ii) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary for the consummation by Company of the date hereoftransactions contemplated by this Agreement; except (i) for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not have any Material Adverse Effect on the executive officers business, financial condition or results of NASB Holding operations of Company taken as a whole or on the ability of Company to consummate the transactions contemplated hereby, and Acquisition Sub know of no reason pertaining to NASB Holding (ii) for such filings, registration, authorization, consent or Acquisition Sub why any approvals as may be required by the provisions of the approvals referred to in this Section 2.4(d) should not be obtained without undue delay or Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the imposition of any material condition or restriction described in rules and regulations thereunder (the last sentence of Section 5.1(b"Xxxx-Xxxxx-Xxxxxx Act"), and the Nevada Business Corporations Act.

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 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 Company or any of its Subsidiaries, other than, in the cases of clauses (iii) through (vi), any such violations, breaches, defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens or declarations that, individually or in the aggregate, do not constitute a Company Material Adverse Effect. (b) Neither the execution and delivery by the Company of this Agreement or any Related Document nor the consummation by NASB Holding and Acquisition Sub the Company of the Merger and the other transactions contemplated hereby or thereby in accordance with the terms hereof or thereof will not require any approvalconsent, consent approval or waiver under authorization of, notice to or filing or registration with 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 instrumentGovernmental Authority, other than (wi) the approval filing of NASB Holding the Certificate of Merger with the Secretaries of State of the State of Delaware and the State of Indiana and the filing of other documents required to be filed as a result of the sole shareholder of Acquisition SubMerger with the relevant Governmental Authorities in the states and foreign jurisdictions in which Company or any Company Subsidiary is qualified to conduct business, (xii) the approval filing of the OTS Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and such reports under the HOLAExchange Act as may be required in connection with this Agreement, (the "Requisite Regulatory Approvals")Merger and the other transactions contemplated by this Agreement, and the filing and effectiveness of the Registration Statement and (yiii) such approvals, consents or waivers as are filings required under the federal and state securities or "blue sky" laws in connection with “Blue Sky” Laws, applicable non-U.S. Laws or the transactions contemplated by this Agreement. As rules of any exchange on which the date hereofCompany Common Stock may be listed or admitted to trading ((i), (ii) and (iii), collectively, the executive officers “Company Regulatory Filings”), except for any such consents, approvals, authorizations, filings, notifications or registrations the absence or omission of NASB Holding and Acquisition Sub know of no reason pertaining to NASB Holding which, individually 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. (a) The execution and delivery of this Agreement by Buyer and the execution and delivery of the other Transaction Documents to which Buyer is a party does not, and the performance and compliance with the terms and conditions hereof and thereof by Buyer and the consummation of the Transactions by Buyer will not (with or without notice or passage of time, or both) conflict with, result in any breach of, constitute a default under or an event creating rights of acceleration, termination or cancellation or loss of right under, result in a violation of, result in the creation of any Encumbrance under any assets of Buyer or, assuming that the consents, approvals, authorizations, notices, reports and other filings described in Section 4.03(b) have been made or obtained, as applicable, and any waiting periods thereunder have been terminated or expired, require any authorization, consent, approval, exemption or other action by or notice to any Governmental Entity or other third party, under: (i) the Governing Documents of Buyer; or (ii) any Law or Order applicable to Buyer or by which any property or asset of Buyer is bound or affected; except, in the case of clause (ii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. (b) Except (i) for the applicable requirements of the HSR Act, (ii) for the federal securities Laws and any U.S. state securities or “blue sky” laws, (iii) for the rules and regulations of Nasdaq, and (iv) as would not have a Buyer Material Adverse Effect, Buyer is not required to submit any notice, report or other filing with any Governmental Entity in connection with the execution, delivery or performance by it of this Agreement or any other Transaction Documents to which it is a party (or is contemplated to be a party at the Closing) or the consummation of the Transactions and no consent, approval or authorization of any Governmental Entity or any other party or Person is required to be obtained by Buyer, in connection with its execution, delivery and performance of this Agreement by NASB Holding and Acquisition Sub do not, and or any other Transaction Document to which it a party (or is contemplated to be a party at the Closing) or 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)Transactions.

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 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. (i) The execution, delivery and performance of this Agreement by NASB Holding and Acquisition Sub ABC do not, and the consummation of the transactions contemplated hereby by this Agreement will not, constitute (iA) assuming receipt of all Requisite Regulatory Approvalsthat the consents and approvals referred to in SECTION 2.1(F)(II) are 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 ABC 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 of incorporation charter or bylaws of NASB Holding or Acquisition Sub ABC 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 ABC 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 ABC 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 , except, in the case of (C), for any such breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on ABC. (ii) Except for (A) the filing of an application with the FDIC (as defined in SECTION 8.1) under the FDIA (as defined in SECTION 8.1) and Acquisition Sub approval of such application, (B) the filing of the transactions contemplated hereby will not require any approvalProxy Statement (as defined in SECTION 4.9) with the FDIC and its approval by the FDIC, 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 (wC) the filing of an application with the Department (as defined in SECTION 8.1) under Connecticut Law and its approval of NASB Holding as by the sole shareholder of Acquisition SubDepartment, (xD) the approval filing of the OTS Plan of Bank Merger with the Connecticut Secretary of State pursuant to Connecticut Law, (E) the registration under the HOLASecurities Act (as defined in SECTION 8.1) of the shares of AFH Common Stock to be issued in exchange for shares of ABC Common Stock, (F) the "Requisite Regulatory Approvals"), and (y) such approvals, consents registration or waivers as are required qualification of the shares of AFH Common Stock to be issued in exchange for shares of ABC Common Stock under the federal and state securities or "blue sky" laws laws, (G) the filing with the Department of an acquisition statement pursuant to Section 36a-184 of Connecticut Law prior to the acquisition of more than 10% of the ABC Common Stock pursuant to the ABC Stock Option Agreement, if not exempt, and (H) such filings, authorizations or approvals as may be set forth in Schedule 2.1(f), no consents or approvals of or --------------- filings or registrations with any Governmental Entity (as defined in SECTION 8.1) or with any third party are necessary in connection with the execution and delivery by ABC of this Agreement or the consummation by ABC of the Merger and the other transactions contemplated by this Agreement, except in each case, for such consents, approvals or filings, the failure of which to obtain will not have a Material Adverse Effect on the ability of ABC to consummate the transactions contemplated hereby. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know ABC knows of no reason pertaining to NASB Holding or Acquisition Sub ABC why any of the approvals referred to in this Section 2.4(dSECTION 2.1(F) 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. (i) The execution, delivery and performance of this Agreement by NASB Holding and Acquisition Sub Heritage do 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 2.1(f)(ii) are obtained, violate 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 Heritage 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 Heritage 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 Heritage 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 Heritage 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 , except, in the case of (C), for any such breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on Heritage. (ii) Except for (A) the filing of an application with the OTS (as defined in Section 8.1) under the HOLA (as defined in Section 8.1) and Acquisition Sub approval of such application, (B) the filing of a certificate of merger with the Delaware Secretary of State pursuant to Delaware Law, (C) the registration under the Securities Act (as defined in Section 8.1) of the transactions contemplated hereby will not require any approvalshares of SouthBanc Common Stock to be issued in exchange for shares of Heritage Common Stock, 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 (wD) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval registration or qualification of the OTS shares of SouthBanc Common Stock to be issued in exchange for shares of Heritage Common Stock 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 laws, and (E) such filings, authorizations or approvals as may be set forth in Schedule 2.1(f), no consents or approvals of or filings --------------- or registrations with any Governmental Entity (as defined in Section 8.1) or with any third party are necessary in connection with the execution and delivery by Heritage of this Agreement or the consummation by Heritage of the Merger and the other transactions contemplated by this Agreement. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know Heritage knows of no reason pertaining to NASB Holding or Acquisition Sub Heritage why any of the approvals referred to in this Section 2.4(d2.1(f) 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) Order applicable to any Group Company or their respective properties or other assets, other than, in the case of the foregoing clauses (B) and (C), any such approvalsconflicts, consents violations, breaches, defaults, rights, losses or waivers Liens that would not have, or would not reasonably be expected to have, a material impact on the Group Companies, taken as are a whole, or materially delay or prevent the consummation of the Transactions. (b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority or any other Person is required under the federal and state securities by or "blue sky" laws with respect to any Group Company in connection with the transactions contemplated by execution, delivery and performance of this Agreement. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know of no reason pertaining to NASB Holding Agreement or Acquisition Sub why any of the other Transaction Documents by the Company or the consummation of the Transactions, except for (i) the consents, approvals, filings or notices from or to Governmental Authorities set forth on Section 3.4(b)(i) of the Company Disclosure Schedule, (ii) the consents, approvals referred or notices from or to third parties set forth on Section 3.4(b)(ii) of the Company Disclosure Schedule (collectively, the “Required Third Party Approvals”), (iii) the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware with respect to the filing of a Certificate of Conversion in this Section 2.4(dconnection with the Reorganization and the Certificate of Designation with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, and (iv) should such other consents, approvals or notices the failure of which to obtain or make would not be, and would not reasonably be obtained without undue expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, nor would such failure reasonably be expected to, individually or in the aggregate, materially delay or prevent the imposition consummation of any material condition or restriction described in the last sentence of Section 5.1(b)Transactions.

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, (a) Neither the execution and delivery and performance of this Agreement by NASB Holding and Acquisition Sub do not, and Cimarron nor the consummation of the transactions contemplated hereby will nothereby, constitute nor compliance by with any of the provisions hereof will: (i) assuming receipt violate, conflict with, or result in breach of all Requisite Regulatory Approvals, a breach or violation any provision of, require any consent, approval or notice under, or constitute 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), default) or result in the a right of 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, acceleration under any of the terms, conditions or provisions of (x) its charter or by-laws or (y) any material note, bond, mortgage, indenture, deed of trust, loan agreement agreement, lien, contract or other agreement, instrument or obligation to which NASB Holding Cimarron or Acquisition Sub any of its shareholders is a party or to which any of them, or any of their respective Subsidiaries properties or assets, may be subject or by which Cimarron is a partybound; or (ii) subject to compliance with the statutes and regulations referred to in Section 2.4(b), violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to which Cimarron or any of its shareholders or any of their respective properties or assets may be subject. The consummation by NASB Holding (except, in the case of each of clauses (i) and Acquisition Sub (ii) above, for such violations, conflicts, breaches, defaults, terminations or accelerations which, or any consents, approvals or notices which if not given or received, would not have any Material Adverse Effect on the business, financial condition or results of operations of Cimarron taken as a whole or on the ability of Cimarron to consummate 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 hereby). (b) There is (i) no legal impediment to Cimarron's consummation 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 , and (ii) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary for the consummation by Cimarron of the date hereoftransactions contemplated by this Agreement; except (i) for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not have any material adverse effect on the business, financial condition or results of operations of Cimarron taken as a whole or on the ability of Cimarron and to consummate the transactions contemplated hereby, and (ii) for such filings, registration, authorization, consent or approvals as may be required by the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, the executive officers of NASB Holding Hart-Scott-Rodino Antitrust Impxxxxxxxxx Xxx xf 1976, as amended, 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 rules and regulations thereunder (the imposition of any material condition or restriction described in "Hart-Scott-Rodino Act"), and the last sentence of Section 5.1(b)Xxxxxxxxxx Xxxiness Corporations Act.

No Violations; Consents. (i) The execution, delivery and performance of this Agreement by NASB Holding and Acquisition Sub Target do 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 2.2(F)(II) are obtained and the applicable waiting periods have expired and the approval of all Requisite Regulatory ApprovalsTarget'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 Target 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 of incorporation organization or bylaws of NASB Holding or Acquisition Sub Target 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 Target 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 Target 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 , except, in the case of (C), for any such breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on Target. (ii) Except for (A) the filing of an application with the OTS (as defined in SECTION 8.1) under the Bank Merger Act (as defined in SECTION 8.1) and Acquisition Sub the HOLA (as defined under SECTION 8.1) and approval of such application, (B) the filing of articles of merger or consolidation with the Secretary of State of Massachusetts pursuant to the MGCL, and the filing of a certificate of merger with the Secretary of State of the transactions contemplated hereby will not require any approvalState of Delaware pursuant to the DGCL, 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 (wC) the approval registration under the Securities Act (as defined in SECTION 8.1) of NASB Holding as the sole shareholder shares of Acquisition SubAcquiror Common Stock to be issued in exchange for shares of Target Common Stock, (xD) the approval registration or qualification of the OTS shares of Acquiror Common Stock to be issued in exchange for shares of Target Common Stock 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 laws, (E) the listing of the shares of Acquiror Common Stock to be issued in exchange for shares of Target Common Stock on the American Stock Exchange, subject to official notice of issuance, and (F) such filings, authorizations or approvals as may be set forth in Target's Disclosure Letter, no consents or approvals of or filings or registrations with any Governmental Entity (as defined in SECTION 8.1) or with any third party are necessary in connection with the execution and delivery by Target of this Agreement or the consummation by Target of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know Target knows of no reason pertaining to NASB Holding or Acquisition Sub Target why any of the approvals referred to in this Section 2.4(dSECTION 2.2(F)(II) 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 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. (i) The execution, delivery and performance of this Agreement by NASB Holding and Acquisition Sub Harbor do 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 2.1(f)(ii) are obtained and the applicable waiting periods have expired and the approval of all Requisite Regulatory ApprovalsHarbor'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 Harbor 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 of incorporation or bylaws of NASB Holding or Acquisition Sub Harbor 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 Harbor 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 Harbor 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 , except, in the case of (C), for any such breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect on Harbor. (ii) Except for (A) the filing of an application with the FDIC under the Bank Merger Act (as defined in Section 8.1) and Acquisition Sub approval of such application, (B) the filing of applications or notices, as applicable, with the Federal Reserve Board and the OTS (as defined in Section 8.1) and approval of such applications and/or lack of objection to any notice, (C) the filing of applications or notices, as applicable, with the Commissioner of Financial Regulators 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 State 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, Maryland (the "Requisite Regulatory ApprovalsCOMMISSIONER")) and approval of such applications or notices, (D) the filing of articles of merger with the Maryland Department of Assessments and Taxation (ythe "DEPARTMENT") such approvalspursuant to MGCL, consents or waivers as are required (E) the registration under the federal and Securities Act (as defined in Section 8.1) of the shares of Provident Common Stock to be issued in exchange for shares of Harbor Common Stock, (F) the registration or qualification of the shares of Provident Common Stock to be issued in exchange for shares of Harbor Common Stock under state securities or "blue sky" laws laws, (G) the listing of the shares of Provident Common Stock to be issued in exchange for shares of Harbor Common Stock on the Nasdaq Stock Market, and (H) such filings, authorizations or approvals as may be set forth in Harbor's Disclosure Letter, no consents or approvals of or filings or registrations with any Governmental Entity (as defined in Section 8.1) or with any third party are necessary in connection with the execution and delivery by Harbor of this Agreement or the consummation by Harbor of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know Harbor knows of no reason pertaining to NASB Holding or Acquisition Sub Harbor why any of the approvals referred to in this Section 2.4(d2.1(f) 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. (a) The execution, execution and delivery and performance of this Agreement and the other Transaction Documents by NASB Holding and Acquisition Sub the Seller do not, and the performance by the Seller of its obligations under this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby will not, constitute : (i) assuming receipt conflict with or violate any provision of all Requisite Regulatory Approvalsthe Amended and Restated Certificate of Incorporation or Bylaws, as amended, of the Seller or any organizational document of the Company or (ii) conflict with or constitute a breach default (or violation an event that with notice or lapse of time or both would become a default) under, result in creation of any Lien (other than a Permitted Lien) upon any properties or assets of the Seller, the Company or the Business, or give to any Person any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Contract to which the Seller, the Company or the Business is a default underparty or by which any properties or assets of the Seller, the Company or the Business are bound, result in a violation of any law, rule or regulation law or any judgment, decree, order, governmental permit regulation or license rule of any court or other Governmental Authority applicable to which NASB Holdingthe Seller, Acquisition Sub the Company or any the Business, except in the case of their respective Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, as would not be material to the articles of incorporation or bylaws of NASB Holding or Acquisition Sub Company or the similar organizational documents operation of any the Business. (b) The execution and delivery of their respective Subsidiaries or (iii) a breach or violation ofthis Agreement and the other Transaction Documents by the Seller does not, 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 and the performance required by, or result in of this Agreement and the creation other Transaction Documents by the Seller of any lien, pledge, security interest, charge or other encumbrance upon any of its obligations hereunder and thereunder and 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 thereby will not not, require any consent, approval, consent authorization or waiver under any such lawpermit of, rule, regulation, judgment, decree, order, governmental permit or license filing by the Seller or the approvalCompany with or notification by the Seller or the Company to, consent any Governmental Authority, except for notice filings that are not material to the Company or waiver the Business. Section 4.4(a) of any other party the Seller Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties 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 Contracts as are required under the federal and state securities or "blue sky" laws thereunder in connection with the transactions contemplated by this Agreement. As Stock Purchase, or for any such Contract to remain in full force and effect without limitation, modification or alteration or the payment of any additional consideration after the Closing as a result 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)Stock Purchase.

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).

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 (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 Tiptree does not, and the consummation by Tiptree of the transactions contemplated hereby Transactions, and compliance by Tiptree with the provisions of this Agreement and the other Transaction Documents will not, constitute (i) assuming receipt of all Requisite Regulatory Approvalsconflict with, a or result in any violation or breach or violation by Tiptree of, or constitute a default under, or give rise to a right of, or result in, an acceleration, termination, loss of benefits or rights, or cancellation, require novation or the consent or approval of or provision of notice to any lawthird party or result in any Lien in or upon any equity securities or properties or other assets of Tiptree, rule give rise to any additional payment by, or regulation obligation of, Tiptree or trigger the right of any Person to acquire all or any judgmentpart of any equity securities of Investor pursuant to a preferential purchase right, decreepreemptive right, orderright of first refusal or offer, governmental permit buy-sell arrangement or license otherwise, in each case under, (A) the Governing Documents of Tiptree, (B) any material Permits necessary for the operation of the businesses of Investor or other authorization or material Contract to which NASB HoldingInvestor is a party or by which Investor, Acquisition Sub or any of their respective Subsidiaries (its assets 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 partyare bound, or to which any of their respective properties or assets may be subject. The consummation by NASB Holding and Acquisition Sub equity securities 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 agreementInvestor are subject, or instrument(C) subject to receipt of the Required Governmental Approvals, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, any (x) the approval of the OTS under the HOLA, (the "Requisite Regulatory Approvals"), and Law applicable to Tiptree or its properties or other assets or (y) Order applicable to Tiptree or its properties or other assets, other than, in the case of the foregoing clauses (B) and (C), any such approvalsconflicts, consents violations, breaches, defaults, rights, losses or waivers as are Liens that would not, or would not reasonably be expected to, prevent or materially delay Tiptree’s ability to perform its obligations under this Agreement. (b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required under the federal and state securities by or "blue sky" laws with respect to Tiptree in connection with the transactions contemplated by execution, delivery and performance of this Agreement. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know of no reason pertaining to NASB Holding Agreement or Acquisition Sub why any of the approvals referred to in this Section 2.4(d) should not be obtained without undue delay other Transaction Documents by Tiptree or the imposition consummation of the Transactions, except for (i) the consents, approvals, filings or notices from or to Governmental Authorities set forth on 4.3(b)(i) of the Company Disclosure Schedule, (ii) the filing with the SEC of such reports under the Exchange Act, the Securities Act, (iii) any material condition filings required under the rules and regulations of the NASDAQ Stock Market and (iv) such other consents, approvals or restriction described in notices the last sentence failure of Section 5.1(b)which to obtain or make would not, and would not reasonably be expected to, prevent or materially delay Tiptree’s ability to perform its obligations under this Agreement.

No Violations; Consents. (i) The execution, delivery and performance by the Company of this Agreement by NASB Holding and Acquisition Sub do not, and the consummation of the transactions contemplated hereby to be performed by the Company do not and will not, constitute not (iA) assuming receipt that all consents, approvals, authorizations and other actions described in Section 5.1(c)(ii) have been obtained and all filings and obligations described in Section 5.1(c)(ii) have been made, conflict with, violate or contravene the applicable provisions of all Requisite Regulatory Approvals, a breach any Law of any Governmental Agency to or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to by which NASB Holding, Acquisition Sub the Company or any of their respective its Subsidiaries (or any of its or their respective properties) assets is subjectbound, (iiB) violate, result in a breach of 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 constitute (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 or give rise to an event of acceleration under), or result in the termination give to others any right of termination, amendment, or cancellation of, accelerate the performance required byor give to others a right to require any payment to be made under, any contract, lease, license, permit, loan or result in the creation of any liencredit agreement, pledgemortgage, security interestagreement, charge trust indenture or other encumbrance upon any of agreement or instrument to which the properties Company is a party or assets of NASB Holding or Acquisition Sub by which it 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 assets is subject, nor result in the creation or imposition of any lien, security interest, charge or encumbrance of any kind upon any of the assets may or capital stock of the Company or any of its Subsidiaries, or (C) conflict with or violate any provision of the organizational and other governing documents of the Company or any of its Subsidiaries, except in the case of each of clauses (A), (B) and (C) above as would not have a Material Adverse Effect. (ii) Subject to the accuracy of Lender’s representations and warranties in the Transaction Documents, no consent, approval, authorization or order of, or filing or registration with, any Governmental Authority or other Person is required to be subject. The obtained or made by the Company for the execution, delivery and performance of this Agreement or the consummation by NASB Holding and Acquisition Sub of any of the transactions contemplated hereby will not require any approvalhereby, 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 except for (A) reporting pursuant to any such agreement, or instrument, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Subsecurities Law, (xB) any filings required to be made under the approval rules and regulations of the OTS under NYSE MKT and the HOLA, (the "Requisite Regulatory Approvals")Toronto Stock Exchange, and (yC) such if deemed reasonable or necessary by the Company acting in good faith at the time, prior to the issuance of shares upon exercise of the Warrant, provision of notice to the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission pursuant to the Xxxx-Xxxxx-Xxxxxx Improvements Act of 1976 and expiration of all applicable waiting periods (and all extensions thereof) and issuance as applicable of any final, non-appealable consents, approvals, consents authorizations, and orders, or waivers as are required under the federal and state securities decisions neither to initiate proceedings 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)otherwise intervene.

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, regulationindividually or in the aggregate, 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 have a Material Adverse Effect on Acquiror. (wii) Except for (A) the approval filing of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of an application with the OTS under the HOLABank Merger Act and the HOLA and approval of such application, (B) the "Requisite Regulatory Approvals")filing of articles of merger or consolidation with the Secretary of State of Massachusetts pursuant to the MGCL, and the filing of a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL (yC) such approvals, consents or waivers as are required the registration under the federal and Securities Act of the shares of Acquiror Common Stock to be issued in exchange for shares of Target Common Stock, (D) the registration or qualification of the shares of Acquiror Common Stock to be issued in exchange for shares of Target Common Stock under state securities or "blue sky" laws laws, (E) the listing of the shares of Acquiror Common Stock to be issued in exchange for shares of Target Common Stock on the American Stock Exchange, subject to official notice of issuance and (F) such filings, authorizations or approvals as may be set forth in Acquiror's Disclosure Letter, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary in connection with the execution and delivery by Acquiror of this Agreement or the consummation by Acquiror of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know Acquiror knows of no reason pertaining to NASB Holding or Acquisition Sub Acquiror why any of the approvals referred to in this Section 2.4(dSECTION 2.3(F)(II) 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).