Common use of Regulatory Approvals and Standards Clause in Contracts

Regulatory Approvals and Standards. (a) Buyer will use its best efforts to obtain as expeditiously as possible the Buyer Regulatory Approvals. Buyer will promptly file all necessary applications of 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. Buyer will supply to Seller, at least 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 Seller in such filings. As of the Closing Date, 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. Buyer shall pay any fees charged by any Governmental Bodies to which it must apply to obtain any of the Buyer Regulatory Approvals. Buyer shall take no action that would adversely affect or delay the ability of Seller to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Buyer shall notify Seller promptly (and in no event later than twenty-four hours following notice) of any significant development with respect to any application or notice filed by Buyer with any Governmental Body in connection with the Transaction.

Regulatory Approvals and Standards. (a) Buyer Purchaser will use its best commercially reasonable efforts to obtain as expeditiously as possible the Buyer Purchaser Regulatory ApprovalsApprovals and SBA Consents. Buyer Purchaser will promptly 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 sixty (60) days after the execution of this Agreement all necessary applications of Buyer Purchaser 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 possibleSBA Consents. 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. Buyer Purchaser will supply to SellerSellers, at least three five (5) Business Days prior to filing, copies of all proposed regulatory applications and filings (other than the confidential portions of such applications and filingsthereof) and will use reasonable efforts to reflect any material comments of Seller Sellers in such filings. As of the Closing Date, Buyer 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 Buyer Purchaser Regulatory ApprovalsApprovals and the SBA Consents. Buyer Purchaser shall pay any fees charged by any Governmental Bodies governmental authorities to which it must apply to obtain any of the Buyer Purchaser Regulatory ApprovalsApprovals or the SBA Consents. Buyer Purchaser shall take no action that which would adversely affect or delay the ability of Seller any other party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Buyer Purchaser shall notify Seller 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 filed by Buyer Purchaser files with any Governmental Body governmental authority in connection with the Transactiontransactions contemplated by this Agreement.

Regulatory Approvals and Standards. (a) Buyer Purchaser will use its best efforts to obtain as expeditiously as possible the Buyer Regulatory Approvals. Buyer Approvals and will promptly prepare and file within fifteen (15) days after the execution of this Agreement all necessary applications of Buyer to obtain Purchaser for 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. Buyer Purchaser will supply to Seller, at least three Business Days prior to filing, Seller in advance 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 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, Buyer 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 Buyer Regulatory Approvals. Buyer Purchaser shall pay any fees charged by any Governmental Bodies regulatory authorities to which it must apply to obtain for any of the Buyer Regulatory Approvals. Buyer Purchaser shall take no action that which would adversely affect or delay the ability of Seller any party hereto to obtain any Regulatory Approval or to perform its such party's covenants and agreements under this Agreement. Buyer Purchaser shall notify Seller promptly (and in no event later than twenty-four hours two (2) Business Day following notice) of any significant development with respect to any application or notice filed by Buyer Purchaser files with any Governmental Body governmental authority in connection with the Transactiontransactions 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.

Regulatory Approvals and Standards. (a) Buyer 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 best commercially reasonable efforts to obtain as expeditiously as possible the Buyer Purchaser Regulatory Approvals. Buyer Approvals and SBA Consents and will promptly file within thirty (30) days after the execution of this Agreement all necessary applications of Buyer Purchaser to obtain the Buyer Purchaser Regulatory Approvals and thereafter will use its best efforts to have such applications accepted and be deemed complete as expeditiously as possibleSBA Consents. 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. Buyer Purchaser will supply to SellerSellers, at least three five (5) Business Days prior to filing, copies of all proposed regulatory applications and filings (other than the confidential portions of such applications and filingsthereof) and will use reasonable efforts to reflect any material comments of Seller Sellers in such filings. As of the Closing Date, Buyer 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 Buyer Purchaser Regulatory ApprovalsApprovals and the SBA Consents. Buyer Purchaser shall pay any fees charged by any Governmental Bodies governmental authorities to which it must apply to obtain any of the Buyer Purchaser Regulatory ApprovalsApprovals or the SBA Consents. Buyer Purchaser shall take no action that which would adversely affect or delay the ability of Seller any other party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Buyer Purchaser shall notify Seller Sellers promptly (and in no event later than twenty-four hours one (1) Business Day following notice) of any significant development with respect to any application or notice filed by Buyer Purchaser files with any Governmental Body governmental authority in connection with the Transactiontransactions contemplated by this Agreement.

Regulatory Approvals and Standards. (a) Buyer will Purchaser shall use its reasonable best efforts to obtain as expeditiously as possible the Buyer Regulatory Approvals and shall file within fifteen (15) Business Days following the execution of this Agreement all necessary applications, notices or other filings of Purchaser to obtain the Regulatory Approvals. Buyer will promptly file all necessary applications of 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 Purchaser 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. Buyer will supply provide to Seller, at least three 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 relating solely to the confidential portions of such applications Purchaser and filingsits Affiliates) and will shall use reasonable efforts to reflect any material comments of Seller in such filings. As of the Closing DateClosing, Buyer will Purchaser 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 Buyer Regulatory Approvals. Buyer Purchaser shall pay any fees charged by any Governmental Bodies fees, costs or expenses relating to which it must apply to obtain any of the Buyer Regulatory Approvals. Buyer Purchaser shall not take no any action that would adversely affect reasonably be expected to prevent or materially delay the ability of Seller Purchaser to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Buyer shall Purchaser shall, to the extent not prohibited by applicable law, notify Seller promptly (and in no event later than twenty-four hours one (1) Business Day following notice) of any significant development with respect to any application application, notice or notice filed by Buyer other filing Purchaser files with any Governmental Body Entity in connection with the Transactiontransactions 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.

Regulatory Approvals and Standards. (a) Buyer 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 best commercially reasonable efforts to obtain as expeditiously as possible the Buyer Purchaser Regulatory Approvals. Buyer Approvals and SBA Consents and will promptly file within two (2) days after the execution of this Agreement all necessary applications of Buyer Purchaser to obtain the Buyer Purchaser Regulatory Approvals and thereafter will use its best efforts to have such applications accepted and be deemed complete as expeditiously as possibleSBA Consents. 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. Buyer Purchaser will supply to Seller, at least three Business Days Sovereign prior to filing, filing copies of all proposed regulatory applications and filings (other than the confidential portions of such applications and filingsthereof) and will use reasonable efforts to reflect any material comments of Seller Sovereign in such filings. As of the Closing Date, Buyer 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 Buyer Purchaser Regulatory ApprovalsApprovals and the SBA Consents. Buyer Purchaser shall pay any fees charged by any Governmental Bodies governmental authorities to which it must apply to obtain any of the Buyer Purchaser Regulatory ApprovalsApprovals or the SBA Consents. Buyer Purchaser shall take no action that which would adversely affect or delay the ability of Seller any other party hereto to obtain any Regulatory Approval or to perform its covenants and agreements under this Agreement. Buyer Purchaser shall notify Seller Sovereign promptly (and in no event later than twenty-four hours one (1) Business Day following notice) of any significant development with respect to any application or notice filed by Buyer Purchaser files with any Governmental Body governmental authority in connection with the Transaction.transactions contemplated by this Agreement. 41