Common use of Regulatory Approvals and Standards Clause in Contracts

Regulatory Approvals and Standards. (a) Purchaser will use its commercially reasonable efforts to obtain as expeditiously as possible the Regulatory Approvals and will file within thirty (30) days after the execution of this Agreement all necessary applications of Purchaser to obtain the Regulatory Approvals. Purchaser will supply to Sellers, at least five (5) Business Days prior to filing, copies of all proposed regulatory applications and filings and will use reasonable efforts to reflect any comments of Sellers in such filings. As of the Closing Date, Purchaser will satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Regulatory Approvals. Purchaser shall pay any fees charged by any governmental authorities to which it must apply to obtain any of the Regulatory Approvals. Purchaser shall take no action that would adversely affect or delay the ability of any party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall notify Sellers promptly (and in no event later than twenty-four (24) hours following notice) of any significant development with respect to any application or notice Purchaser files with any governmental authority in connection with the transactions contemplated by this Agreement. (b) From the date hereof through the Transfer Date, Purchaser shall (i) remain at least adequately capitalized as defined in the FDIA, (ii) meet all capital requirements, standards, and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, and (iii) maintain its CRA rating. (c) Purchaser agrees that it shall be solely responsible for complying with any required branch closing or other notices to regulators and Customers in the event Purchaser should at any time determine to close, consolidate or relocate any of the Branches or to close, consolidate or relocate any branch of Purchaser in connection with or relating to the transactions contemplated by this Agreement.

Regulatory Approvals and Standards. (a) Purchaser will use its commercially reasonable efforts to obtain as expeditiously as possible the Regulatory Approvals and will file within thirty (30) days after the execution of this Agreement all necessary applications of Purchaser to obtain the Regulatory Approvals, provided that Seller and Parent delivers any information required of Seller and Parent necessary for and requested by Purchaser to complete such applications on a timely basis. Purchaser will supply to SellersSeller and Parent, at least five (5) two Business Days prior to filing, copies of all proposed regulatory applications and filings (other than confidential portions thereof) and will use give due consideration to all reasonable efforts to reflect any comments of Sellers in such filingsadditions, deletions or changes suggested by Seller, Parent or their counsel. As of the Closing Date, Purchaser will satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Regulatory Approvals. Purchaser shall pay any fees charged by any governmental authorities Governmental Authorities to which it must apply to obtain any of the Regulatory Approvals. Purchaser shall take no action that which would adversely affect or delay the ability of any other party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall notify Sellers Seller and Parent promptly (and in no event later than twenty-four (24) hours one Business Day following notice) of any significant development with respect to any application or notice Purchaser files with any governmental authority Governmental Authority in connection with the transactions contemplated by this Agreement. (b) From the date hereof through the Transfer Date, Purchaser shall (i) remain at least “adequately capitalized capitalized”, as defined in the FDIA, (ii) meet all capital requirements, standards, standards and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, including without limitation, any such higher requirement, standard or ratio as shall apply to institutions engaging in the acquisition of insured institution deposits, assets or branches and (iii) use its reasonable best efforts to maintain its at least a “satisfactory” CRA rating. (c) Purchaser agrees that it shall be solely responsible for complying with any required branch closing or other notices to regulators and Customers customers in the event Purchaser should at any time thereafter determine to close, consolidate or relocate any of the Branches or to close, consolidate or relocate any branch of Purchaser in connection with or relating to the transactions contemplated by this AgreementBranches.

Regulatory Approvals and Standards. (a) Purchaser will use its commercially reasonable efforts to obtain as expeditiously as possible the Regulatory Approvals and will file within thirty (3030 days) days after the execution of this Agreement all necessary applications of Purchaser to obtain the Regulatory Approvals. Purchaser will supply to SellersSeller, at least five three (53) Business Days prior to filing, copies of all proposed regulatory applications and filings (other than confidential portions thereof) and will use reasonable efforts to reflect any comments of Sellers Seller in such filings. As of the Closing Date, Purchaser will satisfy any normal and all of the standards and usual requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Regulatory Approvals. Purchaser shall pay any fees charged by any governmental authorities to which it must apply to obtain any of the Regulatory Approvals. Purchaser shall not knowingly take no any action that which would adversely affect or delay the ability of any other party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall notify Sellers Seller promptly (and in no event later than twenty-four (24) hours one Business Day following notice) of any significant development with respect to any application or notice Purchaser files with any governmental authority in connection with the transactions contemplated by this Agreement. (b) From the date hereof through the Transfer Date, the Purchaser shall (i) remain at least adequately capitalized “well capitalized,” as defined in the FDIA, (ii) meet all capital requirements, standards, standards and ratios required by each state or federal bank regulator with jurisdiction over the Purchaser, including without limitation, any such higher requirement, standard or ratio as shall apply to institutions engaging in the acquisition of insured institution deposits, assets or branches and (iii) maintain its at least “satisfactory” CRA ratingratings. (c) Purchaser agrees that it shall be solely responsible for complying with any required branch closing or other notices to regulators and Customers in the event Purchaser should at any time determine to close, consolidate or relocate any of the Branches or to close, consolidate or relocate any branch of Purchaser in connection with or relating to the transactions contemplated by this Agreement.

Regulatory Approvals and Standards. (a) Purchaser will and Parent shall use its their respective commercially reasonable efforts to obtain as expeditiously as possible the Regulatory Approvals and will SBA Consents and shall file within thirty fifteen (3015) days Business Days after the execution of this Agreement all necessary applications applications, notices or other filings of Purchaser and Parent to obtain the Regulatory ApprovalsApprovals and SBA Consents. Purchaser will supply shall provide to SellersSeller, at least five (5) Business Days prior to filing, copies of all proposed draft regulatory applications applications, notices and other filings (other than confidential portions thereof) and will shall use reasonable efforts to reflect any comments of Sellers Seller in such filings. As of the Closing DateClosing, Purchaser will and Parent shall each satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining obtaining, or necessary to comply with with, the Regulatory ApprovalsApprovals and the SBA Consents. Purchaser or Parent shall pay any fees charged by any governmental authorities to which it they must apply to obtain any of the Regulatory ApprovalsApprovals or the SBA Consents. Neither Purchaser nor Parent shall take no any action that would adversely affect or delay the ability of any other party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall notify Sellers Seller promptly (and in no event later than twenty-four one (241) hours Business Day following notice) of any significant development with respect to any application application, notice or notice other filing Purchaser or Parent files with any governmental authority in connection with the transactions contemplated by this Agreement. (b) From the date hereof through the Transfer Closing Date, (i) Purchaser shall (iA) remain at least “adequately capitalized capitalized”, as defined in the FDIA, (iiB) meet all capital requirements, standards, standards and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, including, without limitation, any such higher requirement, standard or ratio as applies to institutions engaging in the acquisition of insured institution deposits, assets or branches, and (iiiC) maintain its CRA at least a “Satisfactory” Community Reinvestment Act rating, and (ii) Parent shall meet all capital requirements, standards and other ratios required by each state of federal regulator with jurisdiction over Parent, including, without limitation, any such higher requirement, standard or ratio as shall apply to institutions engaging in the acquisition of insured institution deposits, assets or branches. (c) Purchaser agrees that it shall be solely responsible for complying with any required branch closing or other notices to regulators and Customers in the event Purchaser should at any time determine to close, consolidate or relocate any of the Branches or to close, consolidate or relocate any branch of Purchaser in connection with or relating to the transactions contemplated by this Agreement. Purchaser shall not be permitted to deliver or otherwise provide any notices to regulators or Customers regarding a proposed closing, consolidation or relocation of any Branch prior to the Closing Date.

Regulatory Approvals and Standards. (a) Purchaser will use its commercially reasonable efforts to obtain as expeditiously as possible the Purchaser Regulatory Approvals and SBA Consents. Purchaser will file by September 30, 1999 (except any state regulatory approval Purchaser determines to be required which shall be filed by October 15, 1999) all necessary initial applications of Purchaser to obtain the Purchaser Regulatory Approvals and will obtain the Purchaser Regulatory Approvals on or before January 15, 2000. Purchaser will also file within thirty sixty (3060) days after the execution of this Agreement all necessary applications of Purchaser to obtain the Regulatory ApprovalsSBA Consents. Purchaser will supply to Sellers, at least five (5) Business Days prior to filing, copies of all proposed regulatory applications and filings (other than the confidential portions thereof) and will use reasonable efforts to reflect any material comments of Sellers in such filings. As of the Closing Date, Purchaser will satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Purchaser Regulatory ApprovalsApprovals and the SBA Consents. Purchaser shall pay any fees charged by any governmental authorities to which it must apply to obtain any of the Purchaser Regulatory ApprovalsApprovals or the SBA Consents. Purchaser shall take no action that which would adversely affect or delay the ability of any other party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall notify Sellers promptly (and in no event later than twenty-four (24) 24 hours following notice) of any significant development with respect to any application or notice Purchaser files with any governmental authority in connection with the transactions contemplated by this Agreement. (b) Purchaser shall use commercially reasonable efforts to assist Sellers in obtaining any Seller Regulatory Approvals. Purchaser shall provide Sellers or appropriate governmental authorities with all information reasonably required to be submitted by Purchaser in connection with the Seller Regulatory Approvals. (c) From the date hereof through the Transfer Date, Purchaser shall (i) remain at least "adequately capitalized capitalized", as defined in the FDIA, (ii) meet all capital requirements, standards, standards and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, including without limitation, any such higher requirement, standard or ratio as shall apply to institutions engaging in the acquisition of insured institution deposits, assets or branches and (iii) maintain its CRA ratingratings. (cd) Purchaser hereby confirms that after the Transfer Date it is Purchaser's intention to conduct a banking business at the Branches, and therefore as of the date of this Agreement it is not expected that the transactions contemplated by this Agreement will result in the closing, consolidation or relocation of any of the Branches. Purchaser agrees that it shall be solely responsible for complying with any required branch closing or other notices to regulators and Customers customers in the event Purchaser should at any time determine to close, consolidate or relocate any of the Branches or to close, consolidate or relocate any branch of Purchaser in connection with or relating to the transactions contemplated by this Agreement.

Regulatory Approvals and Standards. (a) Purchaser Buyer will use its commercially reasonable best efforts to obtain as expeditiously as possible the Buyer Regulatory Approvals and Approvals. Buyer will promptly file within thirty (30) days after the execution of this Agreement all necessary applications of Purchaser Buyer to obtain the Buyer Regulatory Approvals and thereafter will use its best efforts to have such applications accepted and be deemed complete as expeditiously as possible. Concurrently with such filings, Buyer shall cause to be published such public notices as are required by law in connection with such filings. Buyer shall promptly respond to all inquiries or requests made by Governmental Bodies relating to the Buyer Regulatory Approvals. Purchaser Buyer will supply to SellersSeller, at least five (5) three Business Days prior to filing, copies of all proposed regulatory applications and filings (other than the confidential portions of such applications and filings) and will use reasonable efforts to reflect any material comments of Sellers Seller in such filings. As of the Closing Date, Purchaser Buyer will satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Buyer Regulatory Approvals. Purchaser Buyer shall pay any fees charged by any governmental authorities Governmental Bodies to which it must apply to obtain any of the Buyer Regulatory Approvals. Purchaser Buyer shall take no action that would adversely affect or delay the ability of any party hereto Seller to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser Buyer shall notify Sellers Seller promptly (and in no event later than twenty-four (24) hours following notice) of any significant development with respect to any application or notice Purchaser files filed by Buyer with any governmental authority Governmental Body in connection with the transactions contemplated by this AgreementTransaction. (b) Buyer shall use commercially reasonable efforts to assist Seller in obtaining any Seller Regulatory Approvals. Buyer shall provide Seller or appropriate Governmental Bodies with all information reasonably required to be submitted by Buyer in connection with the Seller Regulatory Approvals. (c) From the date hereof of this Agreement through the Transfer Closing Date, Purchaser Buyer shall (i) remain at least adequately capitalized "well capitalized," as defined in the FDIAFDI Act, (ii) meet all capital requirements, standards, and ratios required by each state or federal bank regulator with jurisdiction over PurchaserBuyer, including any such higher requirement, standard, or ratio as shall apply to institutions engaging in the acquisition of insured institution deposits, assets, or branches, and (iii) maintain its CRA ratingratings at no less than "Satisfactory." (cd) Purchaser Buyer hereby confirms that after the Closing Date it is Buyer's intention to conduct a banking business at each of the Branches, except that it expects that the Transaction may result in the closing, consolidation, or relocation of certain Branches. Buyer agrees that it shall be solely responsible for complying with any required branch closing or other notices to regulators and Customers customers in the event Purchaser Buyer should at any time determine to close, consolidate consolidate, or relocate any of the Branches or to close, consolidate consolidate, or relocate any branch of Purchaser Buyer in connection with or relating to the transactions contemplated by this AgreementTransaction.

Regulatory Approvals and Standards. (a) Purchaser will use its commercially reasonable efforts to obtain as expeditiously as possible the Regulatory Approvals and will use its commercially reasonable efforts to file within fifteen (15) calendar days, and in no event later than thirty (30) days calendar days, after the execution of this Agreement all necessary applications of Purchaser to obtain the Regulatory Approvals. Purchaser will use its best efforts to supply to SellersSeller, at least five two (52) Business Days prior to filing, copies of all proposed regulatory applications and filings (other than confidential portions thereof) and will use reasonable efforts to reflect any comments of Sellers Seller in such filings. As of the Closing Date, Purchaser will satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Regulatory Approvals. Purchaser shall pay any fees charged by any governmental authorities to which it must apply to obtain any of the Regulatory Approvals. Purchaser shall take no action that which would adversely affect or delay the ability of any other party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall notify Sellers Seller promptly (and in no event later than twenty-four (24) hours one Business Day following notice) of any significant development with respect to any application or notice Purchaser files with any governmental authority in connection with the transactions contemplated by this Agreement. (b) From the date hereof through the Transfer Date, the Purchaser shall (i) remain at least "adequately capitalized capitalized," as defined in the FDIA, (ii) meet all capital requirements, standards, standards and ratios required by each state or federal bank regulator with jurisdiction over the Purchaser, including without limitation, any such higher requirement, standard or ratio as shall apply to institutions engaging in the acquisition of insured institution deposits, assets or branches and (iii) maintain its at least "satisfactory" CRA ratingratings. (c) Purchaser agrees that it shall be solely responsible for complying with any required branch closing or other notices to regulators and Customers in the event Purchaser should at any time determine to close, consolidate or relocate any of the Branches or to close, consolidate or relocate any branch of Purchaser in connection with or relating to the transactions contemplated by this Agreement.

Regulatory Approvals and Standards. (a) Not later than one (1) day after the date hereof, Independent and Purchaser shall discuss with the FDIC this Agreement and the transactions contemplated hereby and shall advise Sovereign in writing whether the FDIC indicates that it will oppose (or not oppose) or refuse to issue its consent or approval with respect to the transactions contemplated hereby and whether Independent or Purchaser believes that the FDIC will oppose or refuse to consent to or approve the transactions contemplated hereby. Purchaser will use its commercially reasonable efforts to obtain as expeditiously as possible the Purchaser Regulatory Approvals and SBA Consents and will file within thirty two (302) days after the execution of this Agreement all necessary applications of Purchaser to obtain the Purchaser Regulatory ApprovalsApprovals and SBA Consents. Purchaser will supply to Sellers, at least five (5) Business Days Sovereign prior to filing, filing copies of all proposed regulatory applications and filings (other than confidential portions thereof) and will use reasonable efforts to reflect any comments of Sellers Sovereign in such filings. As of the Closing Date, Purchaser will satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Purchaser Regulatory ApprovalsApprovals and the SBA Consents. Purchaser shall pay any fees charged by any governmental authorities to which it must apply to obtain any of the Purchaser Regulatory ApprovalsApprovals or the SBA Consents. Purchaser shall take no action that which would adversely affect or delay the ability of any other party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall notify Sellers Sovereign promptly (and in no event later than twenty-four one (241) hours Business Day following notice) of any significant development with respect to any application or notice Purchaser files with any governmental authority in connection with the transactions contemplated by this Agreement.. 41 (b) From the date hereof through the Transfer Date, Purchaser and Independent shall each (i) remain at least "adequately capitalized capitalized," as defined in the FDIA, (ii) meet all capital requirements, standards, standards and ratios required by each state or federal bank regulator with jurisdiction over Purchaserit, including without limitation, any such higher requirement, standard or ratio as shall apply to institutions engaging in the acquisition of insured institution deposits, assets or branches, and (iii) maintain its at least "satisfactory" CRA ratingratings. (c) Purchaser hereby confirms that after the Closing it is Purchaser's intention to conduct a banking business at the Branches, and therefore as of the date of this Agreement it is not expected that the transactions contemplated by this Agreement will result in the closing, consolidation or relocation of any of the Branches. Purchaser agrees that it shall be solely responsible for complying with any required branch closing or other notices to regulators and Customers customers in the event Purchaser should at any time determine to close, consolidate or relocate any of the Branches or to close, consolidate or relocate any branch of Purchaser in connection with or relating to the transactions contemplated by this Agreement.

Regulatory Approvals and Standards. (a) Purchaser will shall use its commercially reasonable best efforts to obtain as expeditiously as possible the Regulatory Approvals and will shall file within thirty fifteen (3015) days after Business Days following the execution of this Agreement all necessary applications applications, notices or other filings of Purchaser to obtain the Regulatory Approvals. Purchaser will supply shall provide to SellersSeller, at least five (5) Business Days prior to reasonably in advance of filing, copies of all proposed draft regulatory applications applications, notices and other filings (other than material filed in connection therewith under a claim of confidentiality and will relating solely to the Purchaser and its Affiliates) and shall use reasonable efforts to reflect any comments of Sellers Seller in such filings. As of the Closing DateClosing, Purchaser will shall satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining obtaining, or necessary to comply with with, the Regulatory Approvals. Purchaser shall pay any fees charged by any governmental authorities fees, costs or expenses relating to which it must apply to obtain any of the Regulatory Approvals. Purchaser shall not take no any action that would adversely affect reasonably be expected to prevent or materially delay the ability of any party hereto Purchaser to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall shall, to the extent not prohibited by applicable law, notify Sellers Seller promptly (and in no event later than twenty-four one (241) hours Business Day following notice) of any significant development with respect to any application application, notice or notice other filing Purchaser files with any governmental authority Governmental Entity in connection with the transactions contemplated by this Agreement. If any regulatory authority shall require the modification of any terms and provisions of this Agreement as a condition to granting any Regulatory Approval, the Parties hereto will negotiate in good faith to seek a mutually agreeable adjustment to the terms of the transaction contemplated hereby, such agreement not to be unreasonably withheld, conditioned or delayed. (b) From the date hereof through the Transfer Date, Purchaser shall (i) remain at least adequately capitalized as defined in the FDIA, (ii) meet all capital requirements, standards, and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, and (iii) maintain its CRA rating. (c) Purchaser agrees that it shall be solely responsible for complying with any required branch closing closing, consolidation, relocation or other notices or applications to regulators any Governmental Entity and the Customers in the event Purchaser should at any time determine to close, consolidate or relocate any of the Branches or to close, consolidate or relocate any branch of Purchaser in connection with or relating to the transactions contemplated by this Agreement. Purchaser shall not be permitted to deliver or otherwise provide any such notices or applications to any Governmental Entity and the Customers regarding a proposed closing, consolidation or relocation of any such Branch or branch prior to the Closing Date.

Regulatory Approvals and Standards. (a) Purchaser Each of CB, LSB and MSB will use its commercially reasonable best efforts to obtain as expeditiously as possible the Regulatory Approvals and will file within thirty (30) days after the execution of this Agreement all necessary applications of Purchaser to obtain the Regulatory Approvals. Purchaser will supply to Sellers, at least five (5) Business Days prior to filing, copies of all proposed regulatory applications and filings and will use reasonable efforts to reflect any comments of Sellers in such filings. As of the Closing Date, Purchaser each of CB, LSB and MSB will satisfy any each and all of the standards and requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Regulatory Approvals. Purchaser shall pay any fees charged by any governmental authorities to which it must apply to obtain any Each of the Regulatory Approvals. Purchaser CB, LSB or MSB shall take no action that which would adversely affect or delay the ability of any party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall notify Sellers promptly (and in no event later than twenty-four (24) hours following notice) of any significant development with respect to any application or notice Purchaser files with any governmental authority in connection with the transactions contemplated by this Agreement. (b) From the date hereof through the Transfer Closing Date, Purchaser each of CB, LSB and MSB shall (i) remain at least "adequately capitalized capitalized", as defined in the FDIAFederal Deposit Insurance Corporation Improvement Act of 1991, as amended (ii12 U.S.C. 183l(o)) and meet all applicable regulatory minimum capital requirements, standards, and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, and (iii) maintain its CRA rating. (c) Purchaser After the Closing Date it is each of CB's, LSB's and MSB's intention to conduct a Bank Business at the Banking Offices, and therefore as of the date hereof it is not expected that the transactions contemplated by this Agreement will result in the closing, consolidation or relocation of any of the Banking Offices. Each of CB, LSB and MSB agrees that it shall be solely responsible for complying with any required branch Banking Office closing or other notices to regulators and Customers customers in the event Purchaser any of CB, LSB or MSB should at any subsequent time determine to close, consolidate or relocate any of the Branches Banking Offices or to close, consolidate or relocate any branch Banking Office of Purchaser any of CB, LSB or MSB in connection with or relating to the transactions contemplated by this Agreement.

Regulatory Approvals and Standards. (a) Purchaser Buyer shall file with the appropriate governmental entities all the applications for the Regulatory Approvals that are necessary for it to obtain relating to the transactions hereunder and for all other consents, permits and authorizations that Bank of Blue Valley or Ban Corp is required to obtain in connection with the consummation of the transactions contemplated by this Agreement. In addition, Buyer shall cooperate with Northland and use commercially reasonable efforts to promptly prepare and file all necessary documentation; to effect all applications, notices, petitions and filings; and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and governmental entities which are necessary or advisable for Buyer to obtain to consummate the transactions contemplated by this Agreement. (b) Bank of Blue Valley and Ban Corp will each use its commercially reasonable efforts to obtain as expeditiously as possible the Regulatory Approvals and will file within thirty (30) days after the execution of this Agreement all necessary applications of Purchaser cooperate with Northland with regard to obtain the any Regulatory Approvals. Purchaser will supply to Sellers, at least five (5) Business Days prior to filing, copies of all proposed regulatory applications and filings and will use reasonable efforts to reflect any comments of Sellers in such filingsApprovals that Northland must obtain. As of the Closing Date, Purchaser each of Bank of Blue Valley and Ban Corp will satisfy any each and all of the standards and requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Regulatory Approvals. Purchaser shall pay any fees charged by any governmental authorities to which it must apply to obtain any Neither Bank of the Regulatory Approvals. Purchaser Blue Valley nor Ban Corp shall take no any action that would adversely affect or delay the ability of any party hereto Party to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall notify Sellers promptly . (c) After the Closing Date, it is the intention of each of Bank of Blue Valley and in no event later than twenty-four (24) hours following notice) of any significant development with respect Ban Corp to any application or notice Purchaser files with any governmental authority in connection with conduct the Bank Business at the Banking Offices, and therefore it is not expected that the transactions contemplated by this Agreement. (b) From the date hereof through the Transfer Date, Purchaser shall (i) remain at least adequately capitalized as defined Agreement will result in the FDIAclosing, (ii) meet all capital requirements, standards, consolidation or relocation of any of the Banking Offices. Bank of Blue Valley and ratios required by Ban Corp each state or federal bank regulator with jurisdiction over Purchaser, and (iii) maintain its CRA rating. (c) Purchaser agrees that it shall be solely responsible for complying with any required branch Banking Office closing or other notices to regulators and Customers customers in the event Purchaser either Bank of Blue Valley or Ban Corp should at any subsequent time determine to close, consolidate or relocate any of the Branches Banking Offices or to close, consolidate or relocate any branch Banking Office of Purchaser either Bank of Blue Valley or Ban Corp in connection with or relating to the transactions contemplated by this Agreement.

Regulatory Approvals and Standards. (a) Purchaser will use its commercially reasonable efforts to obtain as expeditiously as possible the Regulatory Approvals and will file within thirty fifteen (3015) business days after the execution of this Agreement and the provision of required information from Seller all necessary applications of Purchaser to obtain the Regulatory Approvals, provided that Seller delivers any information required of Seller necessary for and requested by Purchaser to complete such applications on a timely basis. Purchaser will supply to SellersSeller, at least five (5) two Business Days prior to filing, copies of all proposed regulatory applications and filings (other than confidential portions thereof) and will use reasonable efforts to reflect any comments of Sellers Seller in such filings. As of the Closing Date, Purchaser will satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Regulatory Approvals. Purchaser shall pay any fees charged by any governmental authorities to which it must apply to obtain any of the Regulatory Approvals. Purchaser shall take no action that which would adversely affect or delay the ability of any other party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall notify Sellers Seller promptly (and in no event later than twenty-four (24) hours one Business Day following notice) of any significant development with respect to any application or notice Purchaser files with any governmental authority in connection with the transactions contemplated by this Agreement. (b) From the date hereof through the Transfer Date, Purchaser shall (i) remain at least adequately capitalized "well capitalized", as defined in the FDIA, (ii) meet all capital requirements, standards, standards and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, including without limitation, any such higher requirement, standard or ratio as shall apply to institutions engaging in the acquisition of insured institution deposits, assets or branches and (iii) maintain its at least a "satisfactory" CRA rating. (c) Purchaser hereby confirms that after the Transfer Date it is Purchaser's intention to conduct a banking business at the Branch, and therefore as of the date of this Agreement it is not expected that the transactions contemplated by this Agreement will result in the closing, consolidation or relocation of the Branch. Purchaser agrees that it shall be solely responsible for complying with any required branch closing or other notices to regulators and Customers customers in the event Purchaser should at any time determine to close, consolidate or relocate any of the Branches Branch or to close, consolidate or relocate any branch of Purchaser in connection with or relating to the transactions contemplated by this Agreement.

Regulatory Approvals and Standards. (a) Purchaser will use its commercially reasonable efforts to obtain as expeditiously as possible the Purchaser Regulatory Approvals and SBA Consents. Purchaser filed by September 30, 1999 all necessary initial applications of Purchaser to obtain the Purchaser Regulatory Approvals and will file obtain the Purchaser Regulatory Approvals on or before February 28, 2000. Purchaser filed within thirty sixty (3060) days after the execution of this the Original Agreement all necessary applications of Purchaser to obtain the Regulatory ApprovalsSBA Consents. Purchaser will supply to Sellers, at least five (5) Business Days prior to filing, copies of all proposed regulatory applications and filings (other than the confidential portions thereof) and will use reasonable efforts to reflect any material comments of Sellers in such filings. As of the each Closing Date, Purchaser will satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Purchaser Regulatory ApprovalsApprovals and the SBA Consents. Purchaser shall pay any fees charged by any governmental authorities to which it must apply to obtain any of the Purchaser Regulatory ApprovalsApprovals or the SBA Consents. Purchaser shall take no action that which would adversely affect or delay the ability of any other party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall notify Sellers promptly (and in no event later than twenty-four (24) hours following notice) of any significant development with respect to any application or notice Purchaser files with any governmental authority in connection with the transactions contemplated by this Agreement. (b) Purchaser shall use commercially reasonable efforts to assist Sellers in obtaining any Seller Regulatory Approvals. Purchaser shall provide Sellers or appropriate governmental authorities with all information reasonably required to be submitted by Purchaser in connection with the Seller Regulatory Approvals. (c) From the date hereof September 3, 1999 through the Transfer Third Closing Date, Purchaser shall (i) remain at least "adequately capitalized capitalized", as defined in the FDIA, (ii) meet all capital requirements, standards, standards and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, including without limitation, any such higher requirement, standard or ratio as shall apply to institutions engaging in the acquisition of insured institution deposits, assets or branches and (iii) maintain its CRA ratingratings. (cd) Purchaser hereby confirms that after the First Closing Date it is Purchaser's intention to conduct a banking business at the Branches, and therefore as of the date of this Agreement it is not expected that the transactions contemplated by this Agreement will result in the closing, consolidation or relocation of any of the Branches. Purchaser agrees that it shall be solely responsible for complying with any required branch closing or other notices to regulators and Customers customers in the event Purchaser should at any time determine to close, consolidate or relocate any of the Branches or to close, consolidate or relocate any branch of Purchaser in connection with or relating to the transactions contemplated by this Agreement.

Regulatory Approvals and Standards. (a) Purchaser will use its commercially reasonable efforts to obtain as expeditiously as possible the Purchaser Regulatory Approvals and SBA Consents and will file within thirty sixty (3060) days after the execution of this Agreement all necessary applications of Purchaser to obtain the Purchaser Regulatory ApprovalsApprovals and SBA Consents. Purchaser will supply to SellersSeller, at least five (5) Business Days prior to filing, copies of all proposed regulatory applications and filings (other than confidential portions thereof) and will use reasonable efforts to reflect any comments of Sellers Seller in such filings. As of the Closing Date, Purchaser will satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Purchaser Regulatory ApprovalsApprovals and the SBA Consents. Purchaser shall pay any fees charged by any governmental authorities to which it must apply to obtain any of the Purchaser Regulatory ApprovalsApprovals or the SBA Consents. Purchaser shall take no action that which would adversely affect or delay the ability of any other party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall notify Sellers Seller promptly (and in no event later than twenty-four one (241) hours Business Day following notice) of any significant development with respect to any application or notice Purchaser files with any governmental authority in connection with the transactions contemplated by this Agreement. (b) From the date hereof through the Transfer Date, Purchaser shall (i) remain at least "adequately capitalized capitalized", as defined in the FDIA, (ii) meet all capital requirements, standards, standards and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, including without limitation, any such higher requirement, standard or ratio as shall apply to institutions engaging in the acquisition of insured institution deposits, assets or branches and (iii) maintain its at least "satisfactory" CRA ratingratings. (c) Purchaser hereby confirms that after the Transfer Date it is Purchaser's intention to conduct a banking business at the Branches, and therefore as of the date of this Agreement it is not expected that the transactions contemplated by this Agreement will result in the closing, consolidation or relocation of any of the Branches. Purchaser agrees that it shall be solely responsible for complying with any required branch closing or other notices to regulators and Customers customers in the event Purchaser should at any time determine to close, consolidate or relocate any of the Branches or to close, consolidate or relocate any branch of Purchaser in connection with or relating to the transactions contemplated by this Agreement.

Regulatory Approvals and Standards. (a) Purchaser will use its commercially reasonable best efforts to obtain as expeditiously as possible the Regulatory Approvals and will prepare and file within thirty fifteen (3015) days after the execution of this Agreement all necessary applications of Purchaser to obtain for the Regulatory Approvals. Purchaser will supply to Sellers, at least five (5) Business Days prior to filing, Seller in advance copies of all proposed regulatory applications and filings and will use reasonable efforts to reflect any comments of Sellers Seller in such applications and filings. Purchaser will supply to Seller upon filing copies of (i) all regulatory applications and filings made by Purchaser in connection with obtaining any Regulatory Approval and (ii) all written correspondence received by Purchaser with respect to such regulatory applications and filings. Seller shall be permitted to deliver copies of such regulatory applications, filings and written correspondence to UPS, the FDIC, the Federal Reserve Board, the Federal Reserve Bank of Boston, the CBD and the New Jersey Department of Banking. As of the Closing Date, Purchaser will satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Regulatory Approvals. Purchaser shall pay any fees charged by any governmental regulatory authorities to which it must apply to obtain for any of the Regulatory Approvals. Purchaser shall take no action that which would adversely affect or delay the ability of any party hereto to obtain any Regulatory Approval or to perform its such party's covenants and agreements under this Agreement. Purchaser shall notify Sellers Seller promptly (and in no event later than twenty-four two (242) hours Business Day following notice) of any significant development with respect to any application or notice Purchaser files with any governmental authority in connection with the transactions contemplated by this Agreement. On or before the Closing Date, if requested by Seller, Purchaser will submit to the FDIC, the Federal Reserve Board, the Federal Reserve Bank of Boston and the CBD, with a copy thereof to Seller and UPS, a 15 -15- certificate in the form attached hereto as Exhibit C with such modifications, if any, as may be requested by any of the foregoing agencies if such modifications would not result in Purchaser (x) being unable to deliver such certificate, (y) assuming additional risks not contemplated by this Agreement, or (z) incurring incremental expense not reimbursed to it by Seller. (b) From the date hereof through the Transfer Closing Date, Purchaser shall (i) remain at least "adequately capitalized capitalized" as defined in the FDIAFederal Deposit Insurance Corporation Improvement Act of 1991, as amended, and (ii) meet all capital requirements, standards, standards and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, and (iii) maintain its CRA rating. (c) Purchaser agrees that it including without limitation, any such higher requirement, standard or ratio as shall be solely responsible for complying with any required branch closing or other notices apply to regulators and Customers institutions engaging in the event Purchaser should at any time determine to closeacquisition of insured institution deposits, consolidate assets or relocate any of the Branches or to close, consolidate or relocate any branch of Purchaser in connection with or relating to the transactions contemplated by this Agreementbranches.

Regulatory Approvals and Standards. (a) Not later than seven (7) days after the date hereof, Independent and Purchaser shall discuss with the FDIC this Agreement and the transactions contemplated hereby and shall advise Sellers in writing whether the FDIC indicates that it will oppose (or not oppose) or refuse to issue its consent or approval with respect to the transactions contemplated hereby and whether Independent or Purchaser believes that the FDIC will oppose or refuse to consent to or approve the transactions contemplated hereby. Purchaser will use its commercially reasonable efforts to obtain as expeditiously as possible the Purchaser Regulatory Approvals and SBA Consents and will file within thirty (30) days after the execution of this Agreement all necessary applications of Purchaser to obtain the Purchaser Regulatory ApprovalsApprovals and SBA Consents. Purchaser will supply to Sellers, at least five (5) Business Days prior to filing, copies of all proposed regulatory applications and filings (other than confidential portions thereof) and will use reasonable efforts to reflect any comments of Sellers in such filings. As of the Closing Date, Purchaser will satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining or necessary to comply with the Purchaser Regulatory ApprovalsApprovals and the SBA Consents. Purchaser shall pay any fees charged by any governmental authorities to which it must apply to obtain any of the Purchaser Regulatory ApprovalsApprovals or the SBA Consents. Purchaser shall take no action that which would adversely affect or delay the ability of any other party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall notify Sellers promptly (and in no event later than twenty-four one (241) hours Business Day following notice) of any significant development with respect to any application or notice Purchaser files with any governmental authority in connection with the transactions contemplated by this Agreement. (b) From the date hereof through the Transfer Date, Purchaser shall (i) remain at least "adequately capitalized capitalized", as defined in the FDIA, (ii) meet all capital requirements, standards, standards and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, including without limitation, any such higher requirement, standard or ratio as shall apply to institutions engaging in the acquisition of insured institution deposits, assets or branches and (iii) maintain its at least "satisfactory" CRA ratingratings. (c) Purchaser hereby confirms that after the Closing it is Purchaser's intention to conduct a banking business at the Branches, and therefore as of the date of this Agreement it is not expected that the transactions contemplated by this Agreement will result in the closing, consolidation or relocation of any of the Branches. Purchaser agrees that it shall be solely responsible for complying with any required branch closing or other notices to regulators and Customers customers in the event Purchaser should at any time determine to close, consolidate or relocate any of the Branches or to close, consolidate or relocate any branch of Purchaser in connection with or relating to the transactions contemplated by this Agreement.

Regulatory Approvals and Standards. (a) Purchaser will and Parent shall use its their respective commercially reasonable efforts to obtain as expeditiously as possible the Regulatory Approvals and will SBA Consents and shall file within thirty fifteen (3015) days Business Days after the execution of this Agreement all necessary applications applications, notices or other filings of Purchaser and Parent to obtain the Regulatory ApprovalsApprovals and SBA Consents. Purchaser will supply shall provide to SellersSeller, at least five (5) Business Days prior to filing, copies of all proposed draft regulatory applications applications, notices and other filings (other than confidential portions thereof) and will shall use reasonable efforts to reflect any comments of Sellers Seller in such filings. As of the Closing DateClosing, Purchaser will and Parent shall each satisfy any and all of the standards and requirements reasonably within its control imposed as a condition to obtaining obtaining, or necessary to comply with with, the Regulatory ApprovalsApprovals and the SBA Consents. Purchaser or Parent shall pay any fees charged by any governmental authorities to which it they must apply to obtain any of the Regulatory ApprovalsApprovals or the SBA Consents. Neither Purchaser nor Parent shall take no any action that would adversely affect or delay the ability of any other party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Purchaser shall notify Sellers Seller promptly (and in no event later than twenty-four one (241) hours Business Day following notice) of any significant development with respect to any application application, notice or notice other filing Purchaser or Parent files with any governmental authority in connection with the transactions contemplated by this Agreement. (b) From the date hereof through the Transfer DateClosing Date and the consummation of the transactions contemplated in this Agreement, Purchaser shall (iA) remain at least “adequately capitalized capitalized” as defined in the FDIA, (iiB) meet all capital requirements, standards, standards and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, including, without limitation, any such higher requirement, standard or ratio as applies to institutions engaging in the acquisition of insured institution deposits, assets or branches, and (iiiC) maintain its CRA at least a “Satisfactory” Community Reinvestment Act rating. (c) Purchaser agrees that it shall be solely responsible for complying with any required branch closing closing, consolidation, relocation or other notices or applications to regulators and Customers in the event Purchaser should at any time determine to close, consolidate or relocate any of the Branches or to close, consolidate or relocate any branch of Purchaser in connection with or relating to the transactions contemplated by this Agreement. Purchaser shall not be permitted to deliver or otherwise provide any such notices or applications to regulators or Customers regarding a proposed closing, consolidation or relocation of any such Branch or branch prior to the Closing Date.