Common use of No Violations; Consents Clause in Contracts

No Violations; Consents. (i) The execution, delivery and performance of this Agreement by Richmond County do not, and the consummation of the transactions contemplated hereby will not, constitute (A) assuming the consents and approvals referred to in SECTION 2.3(C)(II) are obtained, a violation of any law, rule or regulation or any judgment, decree, order, governmental permit or license to which Richmond County or any of its subsidiaries (or any of their properties) is subject; (B) a violation of the certificate of incorporation or bylaws of Richmond County or any of its subsidiaries; or (C) 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 Richmond County 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 Richmond County is a party, or to which any of its properties or assets may be subject, except, in the case of (C), for any such breaches, violations or defaults that xxxx not, individually or in the aggregate, have a Material Adverse Effect on Richmond County. (ii) Except for (A) the filing of an application with the OTS, under HOLA, and approval of such application, (B) the approval of the Banking Board of the State of New York ("BANKING BOARD") under Section 143-b of the Banking Law of the State of New York ("BANKING LAW"), the approval of the Superintendent of Banks of the State of New York (the "SUPERINTENDENT") under Section 601 of the Banking Law, and any other requirement of the Banking Board or the Superintendent, (C) the filing of any necessary notice or approval of the NJBD, (D) the approval of the FDIC under the FDIA, and (E) the filing of a certificate of merger with the Delaware Secretary of State pursuant to the DGCL, 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 Richmond County and Acquisition Sub of this Agreement or the consummation by Richmond County, Richmond County Savings and Acquisition Sub of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. As of the date hereof, the executive officers of Richmond County know of no reason pertaining to Richmond County why any of the approvals referred to in this SECTION 2.3(C) should not be obtained without the imposition of any material condition or restriction described in SECTION 5.1(B).

No Violations; Consents. (i) The execution, delivery and performance ----------------------- of this Agreement by Richmond County ENB do not, and the consummation of the transactions contemplated hereby will not, constitute (Ai) assuming the consents and approvals referred to in SECTION 2.3(C)(II) are obtainedreceipt of all Requisite Regulatory Approvals, a breach or violation of of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which Richmond County ENB or any of its subsidiaries Subsidiaries (or any of their respective properties) is subject; , (Bii) a breach or violation of of, or a default under, the certificate articles of incorporation or bylaws of Richmond County ENB or the similar organizational documents of any of its subsidiaries; Subsidiaries or (Ciii) 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 Richmond County ENB or any of 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 Richmond County ENB or any of its Subsidiaries is a party, or to which any of its their respective properties or assets may be subject. The consummation by ENB and 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, except, in the case of (C), for consent or waiver under any such breacheslaw, violations rule, regulation, judgment, decree, order, governmental permit or defaults that xxxx notlicense or the approval, individually consent or in the aggregatewaiver of any other party to any such agreement, have a Material Adverse Effect on Richmond County. or instrument, other than (ii) Except for (Aw) the filing of an application with the OTS, under HOLA, and approval of such applicationENB as the sole shareholder of Acquisition Sub, (Bx) the approval of the Banking shareholders of ENB Bank, (y) the approval of the Board of Governors of the State of New York Federal Reserve System ("BANKING BOARDFRB") under Section 143-b of the Banking Law of the State of New York ("BANKING LAW")BHCA, the approval of the Superintendent of Banks Comptroller of the State Currency of New York the Bank Merger and of the payment by ENB Bank of a dividend sufficient to fund the payment of the Cash Consideration (collectively, the "SUPERINTENDENTREQUISITE REGULATORY APPROVALS") under Section 601 of the Banking Law, and any other requirement of the Banking Board or the Superintendent, (C) the filing of any necessary notice or approval of the NJBD, (D) the approval of the FDIC under the FDIA), and (Ez) the filing of a certificate of merger with the Delaware Secretary of State pursuant to the DGCLsuch approvals, no consents or approvals of waivers as are required under the federal and state securities or filings or registrations with any Governmental Entity or with any third party are necessary "blue sky" laws in connection with the execution and delivery by Richmond County and Acquisition Sub of this Agreement or the consummation by Richmond County, Richmond County Savings and Acquisition Sub of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. As of the date hereof, the executive officers of Richmond County ENB know of no reason pertaining to Richmond County ENB why any of the approvals referred to in this SECTION 2.3(CSection 2.4(d) should not be obtained without the imposition of any material condition or restriction described in SECTION 5.1(Bthe last sentence of Section 5.1(b).

No Violations; Consents. (i) The execution, delivery and performance of this Agreement by Richmond County Acquiror do not, and the consummation of the transactions contemplated hereby will not, constitute (A) assuming the consents and approvals referred to in SECTION 2.3(C)(IISection 2.3(c)(ii) are obtained, a violation of any law, rule or regulation or any judgment, decree, order, governmental permit or license to which Richmond County Acquiror or any of its subsidiaries (or any of their properties) is subject; (B) a violation of the certificate of incorporation or bylaws of Richmond County Acquiror or similar organizational documents of any of its subsidiaries; or (C) 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 Richmond County Acquiror or Acquiror Bank under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which Richmond County Acquiror or Acquiror Bank is a party, or to which any of its their respective properties or assets may be subject, except, in the case of (C), for any such breaches, violations or defaults that xxxx not, individually or in the aggregate, have a Material Adverse Effect on Richmond CountyAcquiror. (ii) Except for (A) the filing of an application with the OTS, under HOLA, and approval of such application, (B) the approval of the Banking Board of the State of New York ("BANKING BOARD") under Section 143-b of the Banking Law of the State of New York ("BANKING LAW"), the approval of the Superintendent of Banks of the State of New York (the "SUPERINTENDENT") under Section 601 of the Banking Law, and any other requirement of the Banking Board or the Superintendent, (C) the filing of any necessary notice or approval of the NJBDDepartment, (DC) the approval of the FDIC under the FDIA, and (ED) the filing of a certificate of merger with the Delaware Secretary of State pursuant to the DGCLDGCL and the filing of Articles of Combination with the OTS, no consents or approvals of or filings or registrations registra- tions with any Governmental Entity or with any third party are necessary in connection with the execution and delivery by Richmond County Acquiror and Acquisition Sub of this Agreement or the consummation by Richmond CountyAcquiror, Richmond County Savings Acquiror Bank and Acquisition Sub of the Merger, the Bank Merger and the other transactions contemplated by this Agreement, including the Bank Merger. As of the date hereof, the executive officers and members of Richmond County the Boards of Directors of Acquiror and Acquiror Bank know of no reason pertaining to Richmond County Acquiror why any of the approvals referred to in this SECTION 2.3(CSection 2.3(c) should not be obtained without the imposition of any material condition or restriction described in SECTION 5.1(BSection 5.1(b).

No Violations; Consents. (i) The execution, delivery and performance of this Agreement by Richmond County Provident do not, and the consummation of the transactions contemplated hereby by this Agreement will not, constitute (A) assuming that the consents and approvals referred to in SECTION 2.3(C)(IISection 2.2(e)(ii) are obtained, a violation of violate any law, rule or regulation or any judgment, decree, order, governmental permit or license to which Richmond County Provident or any of its subsidiaries Subsidiaries (or any of their respective properties) is subject; , (B) a violation of violate the certificate articles of incorporation or bylaws of Richmond County Provident or the similar organizational documents of any of its subsidiaries; Subsidiaries or (C) 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 Richmond County Provident or any of 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 Richmond County Provident or any of its Subsidiaries is a party, or to which any of its their respective properties or assets may be subject, except, in the case of (C), for any such breaches, violations or defaults that xxxx would not, individually or in the aggregate, have a Material Adverse Effect on Richmond CountyProvident. (ii) Except for (A) the filing of an application with the OTS, FDIC under HOLA, the Bank Merger Act and the approval or waiver of such application, (B) the filing of applications or notices, as applicable, with the Federal Reserve Board and the OTS and approval of the Banking Board such application and/or lack of the State of New York ("BANKING BOARD") under Section 143-b of the Banking Law of the State of New York ("BANKING LAW"), the approval of the Superintendent of Banks of the State of New York (the "SUPERINTENDENT") under Section 601 of the Banking Law, and objection to any other requirement of the Banking Board or the Superintendentnotice, (C) the filing of any necessary notice applications or notices, as applicable, with the Commissioner and approval of the NJBDsuch applications or notices, (D) the approval filing of articles of merger with the FDIC under the FDIADepartment pursuant to MGCL, and (E) the filing registration under the Securities Act of a certificate the shares of merger with Provident Common Stock to be issued in exchange for shares of Harbor Common Stock, (F) the Delaware Secretary registration or qualification of State pursuant the shares of Provident Common Stock to be issued in exchange for shares of Harbor Common Stock under state securities or "blue sky" laws, (G) the DGCLlisting of shares of Provident Common Stock to be issued in exchange for shares Harbor Common Stock on the Nasdaq Stock Market, and (H) such filings, authorizations or approvals as may be set forth in Provident'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 Richmond County and Acquisition Sub Provident of this Agreement or the consummation by Richmond County, Richmond County Savings and Acquisition Sub Provident of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. As of the date hereof, the executive officers of Richmond County know Provident knows of no reason pertaining to Richmond County Provident why any of the approvals referred to in this SECTION 2.3(CSection 2.2(e) should not be obtained without the imposition of any material condition or restriction described in SECTION 5.1(BSection 5.1(b).

No Violations; Consents. (i) The execution, delivery and performance of this Agreement by Richmond County Target do not, and the consummation of the transactions contemplated hereby by this Agreement will not, constitute (A) assuming that the consents and approvals referred to in SECTION 2.3(C)(IISection 2.2(f)(ii) are obtained and the applicable waiting periods have expired and the approval of Target's stockholders is obtained, a violation of violate any law, rule or regulation or any judgment, decree, order, governmental permit or license to which Richmond County Target or any of its subsidiaries Subsidiaries (or any of their respective properties) is subject; , (B) a violation violate the articles of the certificate of incorporation organization or bylaws of Richmond County Target or the similar organizational documents of any of its subsidiaries; Subsidiaries or (C) 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 Richmond County Target or any of 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 Richmond County Target or any of its Subsidiaries is a party, or to which any of its their respective properties or assets may be subject, except, in the case of (C), for any such breaches, violations or defaults that xxxx would not, individually or in the aggregate, have a Material Adverse Effect on Richmond CountyTarget. (ii) Except for (A) the filing of an application with the OTS, OTS (as defined in Section 8.1) under HOLA, the Bank Merger Act (as defined in Section 8.1) and the HOLA (as defined under Section 8.1) and approval of such application, (B) the approval filing of articles of merger or consolidation with the Banking Board Secretary of the State of New York ("BANKING BOARD") under Section 143-b of Massachusetts pursuant to the Banking Law of the State of New York ("BANKING LAW"), the approval of the Superintendent of Banks of the State of New York (the "SUPERINTENDENT") under Section 601 of the Banking LawMGCL, and any other requirement of the Banking Board or the Superintendent, (C) the filing of any necessary notice or approval of the NJBD, (D) the approval of the FDIC under the FDIA, and (E) the filing of a certificate of merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL, (C) the registration under the Securities Act (as defined in Section 8.1) 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, (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 Richmond County and Acquisition Sub Target of this Agreement or the consummation by Richmond County, Richmond County Savings and Acquisition Sub 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 Richmond County know Target knows of no reason pertaining to Richmond County Target why any of the approvals referred to in this SECTION 2.3(CSection 2.2(f)(ii) should 13 17 not be obtained without the imposition of any material condition or restriction described in SECTION 5.1(BSection 5.1(b).

No Violations; Consents. (i) The execution, delivery and performance ----------------------- of this Agreement by Richmond County Citizens do not, and the consummation of the transactions contemplated hereby will not, constitute (Ai) assuming the consents and approvals referred to in SECTION 2.3(C)(II) are obtainedreceipt of all Requisite Regulatory Approvals, a breach or violation of of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which Richmond County Citizens or any of its subsidiaries Subsidiaries (or any of their respective properties) is subject; , (Bii) a breach or violation of of, or a default under, the certificate articles of incorporation or bylaws of Richmond County Citizens or the similar organizational documents of any of its subsidiaries; Subsidiaries or (Ciii) 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 Richmond County Citizens or any of 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 Richmond County Citizens or any of its Subsidiaries is a party, or to which any of its their respective properties or assets may be subject. The consummation by Citizens and Citizens 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, except, in the case of (C), for consent or waiver under any such breacheslaw, violations rule, regulation, judgment, decree, order, governmental permit or defaults that xxxx notlicense or the approval, individually consent or in the aggregatewaiver of any other party to any such agreement, have a Material Adverse Effect on Richmond County. or instrument, other than (ii) Except for (Ax) the filing of an application with the OTS, under HOLA, and approval of such applicationCitizens as the sole shareholder of Acquisition Sub, (By) the approval of the Banking shareholders of Citizens Bank, and (z) the approval of the Board of Governors of the State of New York Federal Reserve System ("BANKING BOARDFRB") under Section 143-b of the Banking Law of the State of New York ("BANKING LAW")BHCA, the approval of the Superintendent Missouri Division of Banks Finance under Chapter 362 of the State of New York (the "SUPERINTENDENT") under Section 601 of the Banking LawMissouri Revised Statutes, and any other requirement of the Banking Board or the Superintendent, (C) the filing of any necessary notice or approval of the NJBD, (D) the approval of the FDIC under the FDIA, and (ESection 18(c) the filing of a certificate of merger with the Delaware Secretary of State pursuant to the DGCL, 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 Richmond County and Acquisition Sub of this Agreement or the consummation by Richmond County, Richmond County Savings and Acquisition Sub of the Merger and FDIA (collectively, the other transactions contemplated by this Agreement, including the Bank Merger"REQUISITE REGULATORY APPROVALS"). As of the date hereof, the executive officers of Richmond County Citizens know of no reason pertaining to Richmond County Citizens why any of the approvals referred to in this SECTION 2.3(C2.4(C) should not be obtained without the imposition of any material condition or restriction described in the last sentence of SECTION 5.1(B).. 24

No Violations; Consents. (i) The execution, delivery and performance of this Agreement by Richmond County Acquiror do not, and the consummation of the transactions contemplated hereby will not, constitute (A) assuming the consents and approvals referred to in SECTION 2.3(C)(II) are obtained, a violation of any law, rule or regulation or any judgment, decree, order, governmental permit or license to which Richmond County Acquiror or any of its subsidiaries (or any of their properties) is subject; (B) a violation of the certificate of incorporation or bylaws of Richmond County Acquiror or similar organizational documents of any of its subsidiaries; or (C) 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 Richmond County Acquiror or Acquiror Bank under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which Richmond County Acquiror or Acquiror Bank is a party, or to which any of its their respective properties or assets may be subject, except, in the case of (C), for any such breaches, violations or defaults that xxxx notwoxx xot, individually or in the aggregate, have a Material Adverse Effect on Richmond CountyAcquiror. (ii) Except for (A) the filing of an application with the OTS, under HOLA, and approval of such application, (B) the approval of the Banking Board of the State of New York ("BANKING BOARD") under Section 143-b of the Banking Law of the State of New York ("BANKING LAW"), the approval of the Superintendent of Banks of the State of New York (the "SUPERINTENDENT") under Section 601 of the Banking Law, and any other requirement of the Banking Board or the Superintendent, (C) the filing of any necessary notice or approval of the NJBDDepartment, (DC) the approval of the FDIC under the FDIA, and (ED) the filing of a certificate of merger with the Delaware Secretary of State pursuant to the DGCLDGCL and the filing of Articles of Combination with the OTS, no consents or approvals of or filings or registrations with any Governmental Gov ernmental Entity or with any third party are necessary in connection with the execution and delivery by Richmond County Acquiror and Acquisition Sub of this Agreement or the consummation by Richmond CountyAcquiror, Richmond County Savings Acquiror Bank and Acquisition Sub of the Merger, the Bank Merger and the other transactions contemplated by this Agreement, including the Bank Merger. As of the date hereof, the executive officers and members of Richmond County the Boards of Directors of Acquiror and Acquiror Bank know of no reason pertaining to Richmond County Acquiror why any of the approvals referred to in this SECTION 2.3(C) should not be obtained without the imposition of any material condition or restriction described in SECTION 5.1(B).

No Violations; Consents. (i) The execution, delivery and performance of this Agreement by Richmond County do Acquiror does not, and the consummation of the transactions contemplated hereby by this Agreement will not, constitute (A) assuming that the consents and approvals referred to in SECTION 2.3(C)(IISection 2.3(f)(ii) are obtained and the applicable waiting periods have expired and the approval of Acquiror's stockholders is obtained, a violation of violate any law, rule or regulation or any judgment, decree, order, governmental permit or license to which Richmond County Acquiror or any of its subsidiaries Subsidiaries (or any of their respective properties) is subject; , (B) a violation of violate the certificate of incorporation or bylaws of Richmond County Acquiror or the similar organizational documents of any of its subsidiaries; Subsidiaries or (C) 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 Richmond County Acquiror or any of 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 Richmond County Acquiror or any of its Subsidiaries is a party, or to which any of its their respective properties or assets may be subject, except, in the case of (C), for any such breaches, violations or defaults that xxxx not, individually or in the aggregate, have a Material Adverse Effect on Richmond County. (ii) Except for (A) the filing of an application with the OTS, under HOLA, and approval of such application, (B) the approval of the Banking Board of the State of New York ("BANKING BOARD") under Section 143-b of the Banking Law of the State of New York ("BANKING LAW"), the approval of the Superintendent of Banks of the State of New York (the "SUPERINTENDENT") under Section 601 of the Banking Law, and any other requirement of the Banking Board or the Superintendent, (C) the filing of any necessary notice or approval of the NJBD, (D) the approval of the FDIC under the FDIA, and (E) the filing of a certificate of merger with the Delaware Secretary of State pursuant to the DGCL, 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 Richmond County and Acquisition Sub of this Agreement or the consummation by Richmond County, Richmond County Savings and Acquisition Sub of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. As of the date hereof, the executive officers of Richmond County know of no reason pertaining to Richmond County why any of the approvals referred to in this SECTION 2.3(C) should not be obtained without the imposition of any material condition or restriction described in SECTION 5.1(B).,

No Violations; Consents. (i) The execution, delivery and performance of this Agreement by Richmond County AFH do not, and the consummation of the transactions contemplated hereby by this Agreement will not, constitute (A) assuming that the consents and approvals referred to in SECTION 2.3(C)(II2.2(F)(II) are obtained, a violation of violate any law, rule or regulation or any judgment, decree, order, governmental permit or license to which Richmond County AFH or any of its subsidiaries Subsidiaries (or any of their respective properties) is subject; , (B) a violation of violate the certificate of incorporation or bylaws of Richmond County AFH or the similar organizational documents of any of its subsidiaries; Subsidiaries or (C) 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 Richmond County AFH or any of 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 Richmond County AFH or any of its Subsidiaries is a party, or to which any of its their respective properties or assets may be subject, except, in the case of (C), for any such breaches, violations or defaults that xxxx would not, individually or in the aggregate, have a Material Adverse Effect on Richmond CountyAFH. (ii) Except for (A) the filing of an application with the OTS, FDIC under HOLA, the FDIA and approval of such application, (B) the filing of an application with the Department under the Connecticut Law and approval of the Banking Board of the State of New York ("BANKING BOARD") under Section 143-b of the Banking Law of the State of New York ("BANKING LAW"), the approval of the Superintendent of Banks of the State of New York (the "SUPERINTENDENT") under Section 601 of the Banking Law, and any other requirement of the Banking Board or the Superintendentsuch application, (C) the filing of any necessary notice or approval of the NJBD, (D) the approval of the FDIC under the FDIA, and (E) the filing of a certificate of merger with the Delaware Connecticut Secretary of State pursuant to Connecticut Law, (D) the DGCLregistration under the Securities Act of the shares of AFH Common Stock to be issued in exchange for shares of ABC Common Stock, (E) the registration or qualification of the shares of AFH Common Stock to be issued in exchange for shares of ABC Common Stock under state securities or "blue sky" laws, and (F) such filings, authorizations or approvals as may be set forth in Schedule 2.2(f), 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 Richmond County and Acquisition Sub AFH of this Agreement or the consummation by Richmond County, Richmond County Savings and Acquisition Sub AFH of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. As of the date hereof, the executive officers of Richmond County know AFH knows of no reason pertaining to Richmond County AFH why any of the approvals referred to in this SECTION 2.3(C2.2(F) should not be obtained without the imposition of any material condition or restriction described in SECTION 5.1(B).