Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Parent, Parent Bank or Parent Sub of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Transactions, except for (A) filings of applications or notices with, and consents, approvals or waivers by, the Federal Reserve Board, the OCC, the FDIC, the Maine Superintendent, the Massachusetts Board, the Massachusetts Bank Commissioner, the DIF and the MHPF and (B) the approval of this Agreement by Parent Sub. As of the date hereof, Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner. (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent, Parent Bank and Parent Sub, as applicable, and the consummation of the Transactions do not and will not (A) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) of Parent or any of its Subsidiaries, (B) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent or any of its Subsidiaries, or any of their respective properties or assets or (C) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Parent Company or any of its Subsidiaries in connection with the execution, delivery or performance by Parent, Parent Bank or Parent Sub Company of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Transactionstransactions contemplated hereby, except for (Ai) filings of applications or notices with, and consents, approvals or waivers by, by the Federal Reserve Board, the OCCFRB, the FDIC, the Maine Superintendent, Massachusetts Division of Banks and the Massachusetts BoardBoard of Bank Incorporation, (ii) the Massachusetts Bank Commissionerfiling and effectiveness of the Registration Statement with the SEC, the DIF and the MHPF and (Biii) the approval of this Agreement by Parent Subthe holders of two-thirds of the outstanding shares of Company Common Stock; and (iv) the approval of the Plan of Bank Merger by a majority of the outstanding shares of Company Bank's common stock. As of the date hereof, Parent Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b6.01(b) will not be received in a timely manner. (iib) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in Section 3.06 and the immediately preceding paragraph paragraph, and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by Company and the Bank Merger Agreement by Parent, Parent Bank and Parent SubCompany Bank, as applicable, and the consummation of the Transactions transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the articles Articles of incorporation Incorporation or bylaws Bylaws (or similar governing documents) of Parent Company or any of its SubsidiariesCompany Bank, (Bii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Company or Company Bank, or any of its Subsidiariesproperties or assets, or any of their respective properties or assets or (Ciii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Company or any of its Subsidiaries Company Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent Company or any of its Subsidiaries Company Bank is a party, or by which they it or any of their respective its properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Parent Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by Parent, Parent Buyer or Buyer Bank or Parent Sub of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Transactionstransactions contemplated hereby, except for (A) filings of applications or notices with, and consents, approvals or waivers by, the Federal Reserve Board, the OCC, the FDIC, the Maine Superintendent, the Massachusetts Board, the Massachusetts Bank Commissioner, the DIF OTS and the MHPF and (B) the approval Vermont Department of this Agreement by Parent SubBanking, Insurance, Securities & Health Care Administration. As of the date hereof, Parent Buyer is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner. (iib) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent, Parent Bank and Parent Sub, as applicableBuyer, and the consummation of the Transactions transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the articles of incorporation charter or bylaws (or similar governing documents) of Parent Buyer or any of its Subsidiaries, (Bii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Buyer or any of its Subsidiaries, or any of their respective properties or assets or (Ciii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. Except as set forth in Seller Disclosure Schedule 4.06, (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third Person not a party to this Agreement are required to be made or obtained by Parent or any of its Subsidiaries Seller in connection with the execution, delivery or performance by Parent, Parent Bank or Parent Sub Seller of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Transactionstransactions contemplated hereby, except for (Ai) filings of applications or notices with, and consents, approvals or waivers by, by the Federal Reserve Board, the OCC, the VBC and FDIC, the Maine Superintendent, the Massachusetts Board, the Massachusetts Bank Commissioner, the DIF and the MHPF and (Bii) the approval of this Agreement by Parent Sub. As the a majority of the date hereof, Parent is not aware holders of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manneroutstanding shares of Seller Stock. (iib) Subject to receipt, or the makingissuance, of the consents, approvals, waivers and filings referred to in the preceding paragraph subsection and in Section 7.01(a) hereof, and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent, Parent Bank and Parent SubSeller, as applicable, and the consummation of the Transactions transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the articles Articles of incorporation Association or bylaws (or similar governing documents) Bylaws of Parent or any of its SubsidiariesSeller, (Bii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Seller, or to any of its Subsidiaries, or any of their respective properties or assets or (Ciii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of its Subsidiaries Seller under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries Seller is a party, or by which they it or any of their respective its properties or assets may be bound or affected, in circumstances where such violation, conflict, breach or loss of benefit would entitle any Person to a payment from Seller or to damages, in each case in excess of $10,000.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Parent Parent, the Bank or any of its the Subsidiaries of Parent in connection with the execution, delivery or performance by Parent, Parent Bank or Parent Sub of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Transactionstransactions contemplated by this Agreement, except for (Ai) filings of applications or notices with, and consents, approvals or waivers byby the Department of Banking, the Federal Reserve BoardFRB, and the FDIC and (ii) any filings required to effectuate the Bank Merger. Each consent, approval or waiver by the Department of Banking, the OCCFRB, the FDIC, the Maine Superintendent, the Massachusetts Board, the Massachusetts Bank Commissioner, the DIF and the MHPF FDIC referred to in clause (i) of the preceding sentence is a “Regulatory Approval” with respect to the obligations of Parent and (B) the approval of this Agreement by Parent SubBank pursuant hereto. As of the date hereof, Parent is and the Bank are not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) Regulatory Approvals will not be received in a timely manner. (iib) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in Section 3.07(a), and the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent, Parent Bank and Parent Sub, as applicable, and the consummation of the Transactions transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the articles of incorporation or bylaws (or similar governing documents) Organizational Documents of Parent or any of its Subsidiariesthe Bank, (B) ii), to Parent’s and the Bank’s Knowledge, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Parent, the Bank or any of its their Subsidiaries, or any of their respective properties or assets assets, or (C) iii), except as would not be reasonably be expected to have a Material Adverse Effect on Parent or the Bank, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Parent, the Bank or any of its their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent Parent, the Bank or any of its their Subsidiaries is a party, or by which they it or any of its or their respective properties or assets may be bound or affectedsubject.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Parent Buyer or any of its Subsidiaries or Affiliates in connection with the execution, delivery or performance by Parent, Parent Bank or Parent Sub Buyer of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Transactionstransactions contemplated by this Agreement, except for (Ai) filings of applications or notices with, and consents, approvals or waivers by, the Federal Reserve Board, the OCC, the FDIC, the Maine Superintendent, the Massachusetts Board, the Massachusetts Bank Commissioner, the DIF and the MHPF Regulatory Approvals and (Bii) any filings required to effectuate the approval of this Agreement by Parent SubBank Merger. As of the date hereof, Parent Buyer is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b7.01(a) will not be received in a timely manner. (iib) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph Section 4.05(a) and expiration of the related waiting periods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent, Parent Bank and Parent Sub, as applicableBuyer, and the consummation of the Transactions transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the articles Organizational Documents of incorporation or bylaws (or similar governing documents) of Parent or any of its SubsidiariesBuyer, (Bii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Buyer or any of its Subsidiaries, or any of their respective properties or assets or (Ciii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedsubject.

Regulatory Approvals; No Defaults. (i) No consents or licenses, consents, approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Parent or any of its Subsidiaries the Company in connection with the execution, delivery or performance by Parent, Parent Bank or Parent Sub the Company of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the TransactionsMerger, except for (A) filings of applications or notices with, and consents, approvals or waivers by, the Federal Reserve Board, the OCC, the FDIC, the Maine Superintendent, the Massachusetts Board, the Massachusetts Bank Commissioner, the DIF and the MHPF and (B) the approval of this Agreement by Parent Subthe holders of the outstanding shares of Company Common Stock, (B) as set forth in Section 5.01(f)(i) of the Company Disclosure Schedule, and (C) licenses, consents, approvals, waivers, filings or registrations, the failure to obtain or make (as applicable) which will not have or is not reasonably likely to have a Material Adverse Effect on the Company. As of the date hereof, Parent the Company is not aware of any reason why the licenses, consents, approvals or waivers set forth above and referred to in Section 7.01(b7.03(i) will not be received in a timely manner. (ii) Subject to receipt, or the making, of the licenses, consents, approvals, waivers and filings referred to in the preceding paragraph paragraph, and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement and by the Bank Merger Agreement by Parent, Parent Bank and Parent Sub, as applicable, Company and the consummation of the Transactions Merger do not and will not (A) constitute a breach or violation of, or a default under, the articles of incorporation Company Articles or bylaws (or similar governing documents) of Parent or any of its Subsidiariesthe Company Bylaws, (B) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent the Company or any of its Subsidiaries, or any of their respective properties or assets or (C) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of its Subsidiaries the Company under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent the Company is a party or by which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, other than violations, conflicts, breaches or defaults under clause (C) that will not have a Material Adverse Effect on the Company or that will be cured or waived prior to the Closing Date.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Parent Company or any of its Subsidiaries in connection with the execution, delivery or performance by Parent, Parent Bank or Parent Sub Company of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Transactionstransactions contemplated hereby, except for (Ai) filings of applications or notices with, and consents, approvals or waivers by, by the Federal Reserve Board, the OCCFRB, the FDIC, the Maine Superintendent, Massachusetts Division of Banks and the Massachusetts BoardBoard of Bank Incorporation, (ii) the Massachusetts Bank Commissionerfiling and effectiveness of the Registration Statement with the SEC, the DIF and the MHPF and (Biii) the approval of this Agreement by Parent Subthe holders of two-thirds of the outstanding shares of Company Common Stock; and (iv) the approval of the Plan of Bank Merger by a majority of the outstanding shares of Company Bank’s common stock. As of the date hereof, Parent Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b6.01(b) will not be received in a timely manner. (iib) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in Section 3.06 and the immediately preceding paragraph paragraph, and the expiration of the related waiting periods, the A-8 execution, delivery and performance of this Agreement by Company and the Bank Merger Agreement by Parent, Parent Bank and Parent SubCompany Bank, as applicable, and the consummation of the Transactions transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the articles Articles of incorporation Incorporation or bylaws Bylaws (or similar governing documents) of Parent Company or any of its SubsidiariesCompany Bank, (Bii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Company or Company Bank, or any of its Subsidiariesproperties or assets, or any of their respective properties or assets or (Ciii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Company or any of its Subsidiaries Company Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent Company or any of its Subsidiaries Company Bank is a party, or by which they it or any of their respective its properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Parent NHTB or any of its Subsidiaries in connection with the execution, delivery or performance by Parent, Parent NHTB or Bank or Parent Sub of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Transactionstransactions contemplated hereby, except for (A) filings of applications or notices with, and consents, approvals or waivers by, the Federal Reserve BoardFRB, the OCC, the FDIC, the Maine Superintendent, the Massachusetts Board, the Massachusetts Bank Commissioner, the DIF OCC and the MHPF and (B) the approval of this Agreement by Parent SubNHDB, as may be required. As of the date hereof, Parent NHTB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner. (iib) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent, Parent Bank and Parent Sub, as applicableNHTB, and the consummation of the Transactions transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the articles of incorporation charter or bylaws (or similar governing documents) of Parent NHTB or any of its Subsidiaries, (Bii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent NHTB or any of its Subsidiaries, or any of their respective properties or assets or (Ciii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent NHTB or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent NHTB or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Parent or any of its Subsidiaries TNB in connection with the execution, delivery or performance by Parent, Parent Bank or Parent Sub TNB of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Transactionstransactions contemplated hereby, except for (Ai) filings of applications or notices with, and consents, approvals or waivers byby the NHBD, the Federal Reserve Board, the OCC, the FDIC, the Maine Superintendent, the Massachusetts Board, the Massachusetts Bank Commissioner, the DIF and the MHPF and (Bii) the approval of this Agreement by Parent Subthe requisite affirmative vote of the holders of the outstanding shares of TNB Stock. As of the date hereof, Parent TNB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b6.01(a) will not be received in a timely manner. (iib) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph paragraph, and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent, Parent Bank and Parent SubTNB, as applicable, and the consummation of the Transactions transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the articles Articles of incorporation Agreement or bylaws Bylaws (or similar governing documents) of Parent or any of its SubsidiariesTNB, (Bii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent TNB, or any of its Subsidiaries, or any of their respective properties or assets or (Ciii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of its Subsidiaries TNB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries TNB is a party, or by which they it or any of their respective its properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Parent Buyer or any of its Subsidiaries or affiliates in connection with the execution, delivery or performance by Parent, Parent Bank or Parent Sub Buyer of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Transactionstransactions contemplated by this Agreement, except for (Ai) filings of applications or notices with, and consents, approvals or waivers by, the Federal Reserve Board, the OCC, the FDIC, the Maine Superintendent, the Massachusetts Board, the Massachusetts Bank Commissioner, the DIF and the MHPF Regulatory Approvals and (Bii) any filings required to effectuate the approval of this Agreement by Parent SubBank Merger. As of the date hereof, Parent Buyer is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner. (iib) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph Section 4.06(a) and expiration of the related waiting periods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent, Parent Bank and Parent Sub, as applicableBuyer, and the consummation of the Transactions transactions contemplated hereby do not and will not (Ai) constitute a breach or violation of, or a default under, the articles Organizational Documents of incorporation or bylaws (or similar governing documents) of Parent or any of its SubsidiariesBuyer, (Bii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Buyer or any of its Subsidiaries, or any of their respective properties or assets or (Ciii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Regulatory Approvals; No Defaults. (ia) No consents or approvals ofSubject to the receipt of the Regulatory Approvals, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Parent, Parent Bank or Parent Sub of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Transactions, except for (A) filings of applications or notices with, and consents, approvals or waivers by, the Federal Reserve Board, the OCC, the FDIC, the Maine Superintendent, the Massachusetts Board, the Massachusetts Bank Commissioner, the DIF Approvals and the MHPF required filings under federal and (B) the approval of this Agreement by Parent Sub. As of the date hereof, Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner. (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periodsstate securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent, Parent Bank and Parent Sub, as applicable, and the consummation of the Transactions transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by the Company do not and will not (Ai) constitute a breach or violation of, or a default under, result in a right of termination or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of the Company or the Company Bank or to which the Company or the Company Bank, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the articles Company’s Articles of incorporation Association or bylaws Bylaws, or (iii) require the consent or similar governing documents) approval of Parent any third party or Governmental Authority under any of its Subsidiaries, (B) violate any statute, code, ordinancesuch law, rule, regulation, judgment, decree, order, writpermit, decree or injunction applicable to Parent or any of its Subsidiarieslicense, or any of their respective properties or assets or (C) violatecredit agreement, conflict withindenture, result in a breach of any provision of or the loss of any benefit underloan, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, licensereciprocal easement agreement, lease, contractinstrument, agreement concession, franchise or other instrument agreement. (b) As of the date of this Agreement, the Company has no Knowledge of any reasons relating to the Company or obligation the Company Bank (including, without limitation, compliance with the Community Reinvestment Act (the “CRA”) or the Uniting and Strengthening America by Providing Appropriate Tools Required to which Parent or Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “USA PATRIOT Act”)) (i) why any of its Subsidiaries is a party, the Regulatory Approvals or the Bank Merger Approvals shall not be received in customary time frames from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by which they this Agreement or (ii) why any of their respective properties or assets may Burdensome Condition would be bound or affectedimposed.