Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries in connection with the execution, delivery or performance by Sky of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Merge, as applicable, with the Regulatory Authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the certificate of merger with the OSS pursuant to the OGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Shares in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Farmers or any of its Subsidiaries subsidiaries in connection with the execution, delivery or performance by Sky Farmers of this Agreement or to consummate the Merger except for (A) the filing of applications, notices applications or the Agreement to Mergenotices, as applicable, with and the Regulatory Authoritiesapproval of certain federal banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the certificate certificates of merger with the OSS and the DSS pursuant to the OGCLOGCL and DGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Farmers Common Shares Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky Farmers is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky or any of its Subsidiaries in connection with the execution, delivery or performance by Sky of this Agreement or to consummate the Parent Merger or the other transactions contemplated hereby except for (A) the filing of applications, notices or the Agreement to Mergeapplications and notices, as applicable, with the Regulatory Authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the certificate Certificates of merger Merger with the OSS pursuant to the OGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" laws ” Laws of various states in connection with the issuance of Sky Common Shares in the Parent Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky is not aware of any reason why the approvals set forth Requisite Regulatory Approvals (as defined in Section 7.01(b)) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Purchaser or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Purchaser of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Merge, as applicable, with the Regulatory Authoritiesfederal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the certificate articles of merger with the OSS pursuant to Department of State of the OGCLCommonwealth of Pennsylvania; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Sky Purchaser Common Shares Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky Purchaser is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Farmers or any of its Subsidiaries Farmers Deposit Bank in connection with the execution, delivery or performance by Sky Farmers of this Agreement or to consummate the Merger consummation of the transactions contemplated hereby, including the Merger, except for (A) the filing filings of applications, notices or and the Agreement to Merge, as applicable, with Regulatory Authorities to approve the Regulatory Authorities; transactions contemplated by the Agreement, (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the certificate of merger with the OSS WVSS pursuant to the OGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Common Shares in the Merger; WVBCA, and (EC) the receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky Farmers is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).. 13080998v7

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Purchaser or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Purchaser of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Merge, as applicable, with the Regulatory Authoritiesfederal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the certificate articles of merger with the OSS pursuant to Department of State of the OGCLCommonwealth of Pennsylvania; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Sky Purchaser Common Shares Stock in the Parent Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky Purchaser is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky Purchaser or any of its Subsidiaries in connection with the execution, delivery or performance by Sky Purchaser of this Agreement or to consummate the Merger except for (A) the filing of applications, notices or the Agreement to Merge, as applicable, with the Regulatory Authoritiesfederal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the certificate articles of merger with the OSS pursuant to Department of State of the OGCLCommonwealth of Pennsylvania; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Sky Purchaser Common Shares Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky Purchaser is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Sky PCBI or any of its Subsidiaries in connection with the execution, delivery or performance by Sky PCBI of this Agreement or to consummate the Merger except for (A) the filing of applications, notices notices, or the Agreement to Merge, as applicable, with the Regulatory Authoritiesfederal and state banking authorities; (B) the filing and declaration of effectiveness of the Registration StatementCertificate of Merger with the Department pursuant to the MGCL; (C) the filing of the certificate Certificate of merger Merger with the OSS Secretary pursuant to the OGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Sky PCBI Common Shares in the Parent Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Sky PCBI is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).