Common use of Regulatory Filings; No Defaults Clause in Contracts

Regulatory Filings; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by the Purchaser or any of its Affiliates in connection with the execution, delivery or performance by Purchaser (or any of its Affiliates that may be a party to any Transaction Document) of the Transaction Documents to which they are a party, or to effect the Transactions, except for (i) the filing of the applications, filings or notices to or with the Governmental Authorities listed in Schedule 3, as applicable to the Purchaser or its Affiliates, and approval of or non-objection to such applications, filings and notices; and (ii) such other consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. (b) Subject to the receipt of the approvals and consents referred to in Schedule 3, the execution, delivery and performance by Purchaser of the Transaction Documents to which it is a party and the consummation by it of the Transactions do not conflict with, contravene, constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation or acceleration of any obligation of Purchaser or to a loss of any benefits to which Purchaser is entitled under any provision of (i) Purchaser’s Constituent Documents or (ii) assuming compliance with the requirements referred to in Section 4.4(a), any applicable Law binding upon Purchaser or any of its Subsidiaries, other than violations which would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. (c) As of the date hereof, Purchaser has no knowledge of any reason, with respect to itself, that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without material delay.

Regulatory Filings; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by Seller, the Purchaser Company, the Bank or any other of its Affiliates the Company’s Subsidiaries in connection with the execution, delivery or performance by Purchaser (Seller, the Company, the Bank or any other of its Affiliates that may be a party to any Transaction Document) the Company’s Subsidiaries of the Transaction Documents to which they are a party, or to effect the Transactions, except for (i) the filing of the applications, filings or notices to or with the Governmental Authorities listed in Schedule 3Annex A, as applicable to the Purchaser Seller, the Company or its Affiliatesthe Bank, and approval of or non-objection to such applications, filings and notices; and (ii) the Third Party Consents listed in Section 3.5(a) of the Seller’s Disclosure Schedule, (iii) applications, filings or notices pursuant to the securities or blue sky laws of the various states with respect to the Stock Sale; and (iv) such other non-Governmental Authority third party consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. (b) Subject to the receipt of the approvals and consents referred to in Schedule 3Annex A, the Third Party Consents listed in Section 3.5(a) of the Seller’s Disclosure Schedule, and the expiration or early termination of applicable waiting periods, the execution, delivery and performance by Purchaser each of Seller, the Company, the Bank and any other of the Company’s Subsidiaries of the Transaction Documents to which it is a party and the consummation by it of the Transactions do not (i) conflict with, contravene, constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation cancellation, payment of any penalty or other amount, or acceleration of any obligation of Purchaser such party or to a loss of any benefits to which Purchaser such party is entitled under any provision of (iA) PurchaserSeller’s, the Company’s, the Bank’s or any other of the Company’s Subsidiaries’ Constituent Documents or Documents; (iiB) assuming compliance with the requirements referred to in Section 4.4(a3.5(a), any applicable Law binding upon Purchaser Seller, the Company, the Bank or any other of its the Company’s Subsidiaries, other than violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (C) assuming compliance with the requirements referred to in Section 3.5(a), any Material Contract to which Seller, the Company, the Bank or any other of the Company’s Subsidiaries is a party or any license, franchise, permit or similar authorization held by Seller, the Company, the Bank or any other of the Company’s Subsidiaries, in each case other than violations, breaches, defaults, rights or loss which would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. ; or (cii) As result in the creation or imposition of any Lien on any material assets of the date hereofBank, Purchaser has no knowledge the Company or any of any reason, with respect to itself, that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without material delayits other Subsidiaries.

Regulatory Filings; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by the Purchaser Bank or any of its Affiliates in connection with the execution, delivery or performance by Purchaser (Bank or any of its Affiliates that may be a party to any Transaction Document) of the Transaction Documents to which they are a party, or to effect the Transactions, except for (i) the filing of the applications, filings or notices to or with the Governmental Authorities listed in Schedule 3Annex A, as applicable to the Purchaser Bank or its Affiliates, and approval of or non-objection to such applications, filings and notices; notices and (ii) such other consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. As of the date hereof, Purchaser and its Affiliates, including Purchaser Bank, (1) are not aware of any reason related to Purchaser, its Affiliates, including Purchaser Bank, or the Transactions that gives any of them reason to believe that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without material delay and (2) is compliant in all material respects with all Laws applicable to the conduct of its businesses the noncompliance with which could reasonably be expected to prevent or materially delay receipt of the Requisite Regulatory Approvals. (b) Subject to the receipt of the approvals and consents referred to in Schedule 3Annex A and the expiration or early termination of applicable waiting periods, the execution, delivery and performance by Purchaser Bank of the Transaction Documents to which it is a party and the consummation by it of the Transactions do not (i) conflict with, contravene, constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation or acceleration of any obligation of Purchaser Bank or to a loss of any benefits to which Purchaser Bank is entitled under any provision of (iA) PurchaserPurchaser Bank’s Constituent Documents or Documents, (iiB) assuming compliance with the requirements referred to in Section 4.4(a5.3(a), any applicable Law binding upon Purchaser Bank or any of its Purchaser Bank’s Subsidiaries, other than violations that would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect, or (C) assuming compliance with the requirements referred to in Section 5.3(a), any material contract to which Purchaser Bank or Purchaser Bank’s Subsidiaries is a party or any Permit held by Purchaser Bank or Purchaser Bank’s Subsidiaries, in each case other than violations, breaches, defaults, rights or losses which would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. ; or (cii) As of result in the date hereof, Purchaser has no knowledge creation or imposition of any reason, with respect to itself, that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without Lien on any material delayassets of Purchaser Bank or Purchaser Bank’s Subsidiaries.

Regulatory Filings; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by the Purchaser or any of its Affiliates in connection with the execution, delivery or performance by Purchaser (or any of its Affiliates that may be a party to any Transaction Document) of the Transaction Documents to which they are a party, or to effect the Transactions, except for (i) the filing of the applications, filings or notices to or with the Governmental Government Authorities listed in Schedule 3Annex A, as applicable to the Purchaser or its Affiliates, and approval of or non-objection to such applications, filings and notices; and (ii) such other consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. As of the date hereof, Purchaser (1) has no reason to believe that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without material delay with the execution and delivery of this Agreement by the Purchaser and the performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, and (2) is compliant in all material respects with all Laws applicable to the conduct of its businesses that could reasonably be expected to prevent or materially delay receipt of the Requisite Regulatory Approvals. (b) Subject to the receipt of the approvals and consents referred to in Schedule 3Annex A and the expiration or early termination of applicable waiting periods, the execution, delivery and performance by Purchaser of the Transaction Documents to which it is a party and the consummation by it of the Transactions do not (i) conflict with, contravene, constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation or acceleration of any obligation of Purchaser or to a loss of any benefits to which Purchaser is entitled under any provision of (i) Purchaser’s Constituent Documents or (ii) assuming compliance with the requirements referred to in Section 4.4(a4.3(a), any applicable Law or Government Order binding upon Purchaser or any of its Subsidiaries, other than violations which would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. (c) As of the date hereof, Purchaser has no knowledge of any reason, with respect to itself, that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without material delay.

Regulatory Filings; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by the Purchaser Bank or any of its Affiliates in connection with the execution, delivery or performance by Purchaser (Bank or any of its Affiliates that may be a party to any Transaction Document) of the Transaction Documents to which they are a party, or to effect the Transactions, except for (i) the filing of the applications, filings or notices to or with the Governmental Authorities listed in Schedule 3Annex A, as applicable to the Purchaser Bank or its Affiliates, and approval of or non-objection to such applications, filings and notices; notices and (ii) such other consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.. As of the date hereof, Purchaser and its Affiliates, including Purchaser Bank, (1) are not aware of any reason related to Purchaser, its Affiliates, including Purchaser Bank, or the Transactions that gives any of them reason to believe that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without material delay and (2) is compliant in all material respects with all Laws applicable to the conduct of its businesses the noncompliance with which could reasonably be expected to prevent or materially delay receipt of the Requisite Regulatory Approvals.‌ (b) Subject to the receipt of the approvals and consents referred to in Schedule 3Annex A and the expiration or early termination of applicable waiting periods, the execution, delivery and performance by Purchaser Bank of the Transaction Documents to which it is a party and the consummation by it of the Transactions do not (i) conflict with, contravene, constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation or acceleration of any obligation of Purchaser Bank or to a loss of any benefits to which Purchaser Bank is entitled under any provision of (iA) PurchaserPurchaser Bank’s Constituent Documents or Documents, (iiB) assuming compliance with the requirements referred to in Section 4.4(a5.3(a), any applicable Law binding upon Purchaser Bank or any of its Purchaser Bank’s Subsidiaries, other than violations that would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect, or (C) assuming compliance with the requirements referred to in Section 5.3(a), any material contract to which Purchaser Bank or Purchaser Bank’s Subsidiaries is a party or any Permit held by Purchaser Bank or Purchaser Bank’s Subsidiaries, in each case other than violations, breaches, defaults, rights or losses which would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. ; or (cii) As of result in the date hereof, Purchaser has no knowledge creation or imposition of any reason, with respect to itself, that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without Lien on any material delayassets of Purchaser Bank or Purchaser Bank’s Subsidiaries.

Regulatory Filings; No Defaults. (a1) No consents Consents or approvals of, or notices, reports, filings or registrations with, any Governmental Authority or other third party Self-Regulatory Organization are required to be made or obtained by the Purchaser or any of its Affiliates such Seller in connection with the execution, delivery or performance by Purchaser (or any of its Affiliates that may be a party to any Transaction Document) of the Transaction Documents to which they are a party, or to effect the Transactions, except for (i) the filing of the applications, filings or notices to or with the Governmental Authorities listed in Schedule 3, as applicable to the Purchaser or its Affiliates, and approval of or non-objection to such applications, filings and notices; and (ii) such other consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. (b) Subject to the receipt of the approvals and consents referred to in Schedule 3, the execution, delivery and performance by Purchaser Seller of the Transaction Documents to which it is a party or to effect the transactions contemplated hereby or thereby. (2) Except as set forth on Schedule 3.03(c)(2) of the Disclosure Schedule, the execution, delivery and performance by such Seller of the Transaction Documents to which he is a party, the consummation by it him of the Transactions transactions contemplated hereby and thereby and compliance by such Seller with any of the provisions hereof or thereof do not (A) conflict with, contravene, or constitute a violation or breach of or default under under, or terminate, cancel or accelerate, or give rise to (or give rise after the giving of notice, the passage of time or bothboth to) a right of termination, cancellation or acceleration of of, any obligation of Purchaser any of such Seller or give rise to a loss of any benefits to which Purchaser such Seller is entitled under any provision of (i) Purchaser’s in the case of Newco, its Constituent Documents or Documents, (ii) assuming compliance with any Applicable Law, (iii) any Contract to which such Seller is a party or (iv) any license, franchise, permit or similar authorization held by such Seller; or (B) result in the requirements referred to creation or imposition of any Lien on any material portion of the assets of such Seller, except in Section 4.4(athe case of clauses (A)(ii), any applicable Law binding upon Purchaser or any of its Subsidiaries(A)(iii) and (A)(iv), other than violations which as would not, individually or in the aggregate, not reasonably be expected to have a Purchaser Material Adverse Effect. (c) As material adverse effect on such Seller’s ability to consummate the transactions contemplated hereby. The Sellers party to the Religare Agreement are in compliance in all material respects with the terms and conditions of the date hereof, Purchaser has no knowledge of any reason, with respect to itself, that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without material delayReligare Agreement.

Regulatory Filings; No Defaults. (ai) No consents or approvals of, or filings or registrations with, any Governmental Authority or other with any third party are required to be made or obtained by the Purchaser Company or any of its Affiliates Subsidiaries in connection with the execution, delivery or performance by Purchaser Company of this Agreement or to consummate the Merger except for (A) filings of applications or any notices with, or seeking approvals and waivers from, as applicable, federal and state banking authorities, (B) filings with state and federal securities authorities, (C) the filings of its Affiliates that may be a party the Articles of Merger with the Illinois Secretary of State pursuant to any Transaction Documentthe IBCA, (D) the approval of the Merger by the holders of two-thirds (2/3) of the Transaction Documents outstanding shares of Company Common Stock entitled to which they are a partyvote thereon, or to effect the Transactions, except for and (iE) the filing third party consents set forth on the Disclosure Schedule under Section 5.02(k). As of the applicationsdate hereof, filings Company 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 notices to or with requirement of the Governmental Authorities listed type described in Schedule 3, as applicable to the Purchaser or its Affiliates, and approval of or non-objection to such applications, filings and notices; and Section 7.01(b). (ii) such other consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. (b) Subject to the receipt of the regulatory and shareholder approvals and third party consents referred to in Schedule 3above and the expiration of certain regulatory waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance by Purchaser of the Transaction Documents to which it is a party this Agreement and the consummation by it of the Transactions transactions contemplated hereby do not conflict withand will not (A) constitute or result in a breach or violation of, contraveneor a default under, constitute the acceleration of any obligations or the creation of a violation Lien on the assets of the Company (with or breach of or default under or give rise to (or give rise after the giving of without notice, the passage lapse of time time, or both) a right of termination, cancellation or acceleration of any obligation of Purchaser or to a loss of any benefits to which Purchaser is entitled under any provision of (i) Purchaser’s Constituent Documents or (ii) assuming compliance with the requirements referred to in Section 4.4(a)pursuant to, any applicable Law agreement, lease, license, contract, insurance policy, note, mortgage, indenture, instrument, arrangement or other obligation (each, a “Contract” and, collectively, “Contracts”) binding upon Purchaser either the Company or any of its Subsidiaries, other than violations the Company Subsidiaries or to which would not, individually either the Company or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. (c) As any of the date hereofCompany Subsidiaries or any of their respective properties is subject or bound or any law or governmental or non-governmental permit or license to which the Company is subject, Purchaser has no knowledge of (B) constitute a breach or violation of, or a default under, the Company Articles or the Company Bylaws, or (C) require any reasonconsent or approval under any such law, with respect to itselfrule, that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without material delayregulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (a1) No consents consents, permits, authorizations or approvals of, or filings filings, notices, reports or registrations with, any Governmental Authority or other third party are required to be made or obtained by the Purchaser Parent or any of its Affiliates Purchaser Bank in connection with the execution, delivery or performance by Purchaser (or any of its Affiliates that may be a party to any Transaction Document) Parent and Purchaser Bank of the Transaction Documents to which they are a party, or to effect the Transactions, except for (iA) the filing consents or approvals of, or filings or registrations with any Governmental Authority as set forth on Section 3.03(d)(1)(A) of the applications, filings or notices to or with the Governmental Authorities listed in Purchaser Disclosure Schedule 3, as applicable to the Purchaser or its Affiliates, and approval of or non-objection to such applications, filings and notices; and (iiB) such other consents, approvals, or filings or registrations with any third party (other than any Governmental Authority), the failure of which to be obtained would notwould, individually or in the aggregate, reasonably be expected likely to have a Purchaser Material Adverse EffectEffect as set forth on Section 3.03(d)(1)(B) of the Purchaser Disclosure Schedule. (b2) Subject to the receipt of the approvals and consents referred to in Schedule 3Section 3.03(d)(1) and the expiration of applicable waiting periods, the execution, delivery and performance by Purchaser Parent and Purchaser Bank of the Transaction Documents to which it is a party and the consummation by it of the Transactions do not conflict with, contravene, (A) constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation or acceleration of any obligation of Purchaser Parent or Purchaser Bank or to a loss of any benefits to which Purchaser Parent or Purchaser Bank is entitled under any provision of (i) PurchaserPurchaser Parent’s or Purchaser Bank’s Constituent Documents or Documents; (ii) assuming compliance with the requirements referred to in Section 4.4(a), 3.03(d)(1) any Law applicable Law binding upon to Purchaser Parent or any of its Significant Subsidiaries, other than immaterial violations of Law, or (iii) any material contract (as defined in 17 CFR §229.601(b)(101)) to which Purchaser Parent or any of its Significant Subsidiaries is a party or any license, franchise, permit or similar authorization held by Purchaser Parent or any of its Significant Subsidiaries, in the case of clause (iii), other than violations, breaches, defaults, rights or loss which would not, individually or in the aggregate, reasonably be expected likely to have a Purchaser Material Adverse Effect; or (B) result in the creation or imposition of any Lien (other than Permitted Liens) on any of the assets of Purchaser Parent or any of its Significant Subsidiaries. (c3) An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Purchaser Parent or any of its Significant Subsidiaries pursuant to the Securities Act or the Exchange Act since January 1, 2017 (the “Purchaser Parent SEC Reports”) is publicly available. No such Purchaser Parent SEC Report, at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that information filed as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Purchaser Parent SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of Purchaser Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002. As of the date hereof, Purchaser has there are no knowledge of any reason, outstanding comments from or unresolved issues raised by the SEC with respect to itself, that any of the Requisite Regulatory Approvals will not be obtained in Purchaser Parent SEC Reports. None of Purchaser Parent’s Subsidiaries is required to file periodic reports with the ordinary course and without material delaySEC pursuant to Section 13 or 15(d) of the Exchange Act (other than Form 13F).

Regulatory Filings; No Defaults. (a1) No consents or approvals of, or filings or registrations with, any Governmental Authority or other with any third party are required to be made or obtained by the Purchaser Somerset or any of its Affiliates Subsidiaries in connection with the execution, delivery or performance by Purchaser (or any Somerset of its Affiliates that may be a party to any Transaction Document) of the Transaction Documents to which they are a partythis Agreement, or to effect consummate the TransactionsMerger and the other transactions contemplated hereby, except for (iA) the filing with, and declaration of effectiveness by, the SEC of the Registration Statement, (B) the filing of applications and receipt of approval thereof from the applicationsOTS with respect to the Merger, filings or notices to or (C) the filing of articles of merger with the Governmental Authorities listed in Schedule 3, as applicable Secretary of State of the State of Indiana pursuant to the Purchaser or its AffiliatesIBCL, (D) the filing of a notice with the NASDAQ with respect to the listing for trading of the shares of First Indiana Common Stock to be issued in the Merger on the National Market System, and approval of or non-objection to such applications, filings and notices; and (iiE) such other consentsfilings, approvals, filings consents or registrations waivers as are required under applicable law in connection with the failure transactions contemplated by this Agreement. As of which the date hereof, Somerset is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated by this Agreement will not be obtained would not, individually received without the imposition of a condition or requirement described in the aggregate, reasonably be expected to have a Purchaser Material Adverse EffectSection 7.01(b). (b2) Subject to the receipt of the regulatory approvals and consents referred to in Schedule 3the preceding paragraph and the making of required filings under federal and state securities laws, the execution, delivery and performance by Purchaser of the Transaction Documents to which it is a party this Agreement and the consummation by it of the Transactions transactions contemplated hereby do not conflict with, contravene, and will not (A) constitute a breach or violation of, or breach of or a default under under, or give rise to (any Lien, any acceleration of remedies or give rise after the giving of notice, the passage of time or both) a any right of terminationtermination under, cancellation any law, rule or acceleration regulation or any judgment, decree, order, governmental permit or license, or Contract of Somerset or of any obligation of Purchaser its Subsidiaries or to a loss of any benefits to which Purchaser is entitled under any provision of (i) Purchaser’s Constituent Documents or (ii) assuming compliance with the requirements referred to in Section 4.4(a), any applicable Law binding upon Purchaser Somerset or any of its SubsidiariesSubsidiaries or properties is subject or bound, other than violations which would not(B) constitute a breach or violation of, individually or in a default under, the aggregateSomerset Articles or the Somerset By-laws, reasonably be expected to have a Purchaser Material Adverse Effector (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license or Contract. (c) As of the date hereof, Purchaser has no knowledge of any reason, with respect to itself, that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without material delay.

Regulatory Filings; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by Sellers, the Purchaser Bank or any of its Affiliates the Transferred Subsidiaries in connection with the execution, delivery or performance by Purchaser Sellers (or any of its their Affiliates that may be a party to any Transaction Document) of the Transaction Documents to which they are a party, or to effect the Transactions, except for (i) the filing of the applications, filings or notices to or with the Governmental Authorities listed in Schedule 3, as applicable to the Purchaser Sellers or its Affiliatesthe Bank, and approval of or non-objection to such applications, filings and notices; and (ii) the Third Party Consents listed in Section 3.5(a) of the Sellers’ Disclosure Schedule; (iii) applications, filings or notices pursuant to the securities or blue sky laws of the various states with respect to the Stock Sale; and (iv) such other non-Governmental Authority third party consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. (b) Subject to the receipt of the approvals and consents referred to in Schedule 3, and the Third Party Consents listed in Section 3.5(a) of the Sellers’ Disclosure Schedule, the execution, delivery and performance by Purchaser each of Sellers of the Transaction Documents to which it is a party and the consummation by it of the Transactions do not (i) conflict with, contravene, constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation cancellation, payment of any penalty or other amount, or acceleration of any obligation of Purchaser such party or to a loss of any benefits to which Purchaser such party is entitled under any provision of (iA) Purchaser’s Seller Holdco’s, Seller’s, the Bank’s, or any of the Transferred Subsidiaries’ Constituent Documents or Documents; (iiB) assuming compliance with the requirements referred to in Section 4.4(a3.5(a), any applicable Law binding upon Purchaser Sellers, the Bank, or any of its the Transferred Subsidiaries, other than violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (C) assuming compliance with the requirements referred to in Section 3.5(a), any Material Contract to which the Bank or any Transferred Subsidiary is a party or any license, franchise, permit or similar authorization held by Seller Holdco, Seller, the Bank or any of the Transferred Subsidiaries, in each case other than violations, breaches, defaults, rights or loss which would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect; or (ii) result in the creation or imposition of any Lien on any assets of the Bank or any Transferred Subsidiary, other than any Lien that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) As of the date hereof, Purchaser has Sellers have no knowledge of any reason, with respect to itselfthemselves, that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without material delay.

Regulatory Filings; No Defaults. (a1) No consents Other than the filing of a notice under the HSR Act and a Current Report on Form 8-K with the SEC, no Consents or approvals of, or notices, reports, filings or registrations with, any Governmental Authority or other third party Self-Regulatory Organization are required to be made or obtained by the Purchaser or any of its Affiliates OMAM in connection with the execution, delivery or performance by Purchaser (or any OMAM of its Affiliates that may be a party to any Transaction Document) of this Agreement and the other Transaction Documents to which they are it is a party, or to effect the Transactions, except for (i) the filing of the applications, filings transactions contemplated hereby or notices to or with the Governmental Authorities listed in Schedule 3, as applicable to the Purchaser or its Affiliates, and approval of or non-objection to such applications, filings and notices; and (ii) such other consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effectthereby. (b2) Subject to the receipt filing of a notice under the approvals HSR Act and consents referred to any required Consent in Schedule 3connection therewith, the execution, delivery and performance by Purchaser or OMAM of this Agreement and the other Transaction Documents to which it is a party and party, the consummation by it of the Transactions transactions contemplated hereby and thereby and compliance by Purchaser with any of the provisions hereof or thereof do not (A) conflict with, contravene, or constitute a violation or breach of or default under under, or terminate, cancel or accelerate, or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation or acceleration of of, any obligation of Purchaser or OMAM or give rise to a loss of any benefits to which Purchaser or OMAM is entitled under any provision of (i) Purchaser’s or OMAM’s Constituent Documents or Documents; (ii) assuming compliance with any Applicable Law, (iii) any material Contract to which Purchaser or OMAM is a party or (iv) any license, franchise, permit or similar authorization held by Purchaser or OMAM; or (B) result in the requirements referred to creation or imposition of any Lien on any material portion of the assets of Purchaser or OMAM, except in Section 4.4(athe case of clauses (A)(ii), any applicable Law binding upon Purchaser or any of its Subsidiaries(A)(iii) and (A)(iv), other than violations which as would not, individually or in the aggregate, not reasonably be expected to have a Purchaser Material Adverse Effectmaterial adverse effect on OMAM and its Subsidiaries, taken as a whole. (c) As of the date hereof, Purchaser has no knowledge of any reason, with respect to itself, that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without material delay.

Regulatory Filings; No Defaults. (a) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by the Purchaser Seller Holdco or any of its Affiliates Seller Holdco’s Subsidiaries in connection with the execution, delivery or performance by Purchaser (Seller Holdco or any of its Affiliates that may be a party to any Transaction Document) Seller Holdco’s Subsidiaries of the Transaction Documents to which they are a party, or to effect the Transactions, except for (i) the filing of the applications, filings or notices to or with the Governmental Authorities listed in Schedule 3Annex A, as applicable to the Purchaser or Seller Holdco and its AffiliatesSubsidiaries, and approval of or non-objection to such applications, filings and notices; and (ii) the Third Party Consents listed on Section 3.5(a) of the Seller Disclosure Schedule; (iii) applications, filings or notices pursuant to the securities or blue sky laws of the various states with respect to the Transfer and Purchase; and (iv) such other third party consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. (b) Subject to the receipt of the approvals and consents referred to in Annex A, the Third Party Consents listed on Section 3.5(a) of the Seller Disclosure Schedule 3and the expiration or early termination of applicable waiting periods, the execution, delivery and performance by Purchaser Seller Holdco and Seller Holdco’s Subsidiaries of the Transaction Documents to which it is a party and the consummation by it of the Transactions do not (i) conflict with, contravene, constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation cancellation, payment of any penalty or other amount, or acceleration of any obligation of Purchaser such party or to a loss of any benefits benefit to which Purchaser such party is entitled under any provision of (iA) PurchaserSeller Holdco’s or Seller Holdco’s Subsidiaries’ Constituent Documents or Documents, (iiB) assuming compliance with the requirements referred to in Section 4.4(a3.5(a), any applicable Law binding upon Purchaser Seller Holdco or any of its Seller Holdco’s Subsidiaries, other than violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (C) assuming compliance with the requirements referred to in Section 3.5(a), any Material Contract to which Seller Holdco or Seller Holdco’s Subsidiaries is a party or any Permit held by Seller Holdco or Seller Holdco’s Subsidiaries, in each case other than violations, breaches, defaults, rights or losses which would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. ; or (cii) As of result in the date hereof, Purchaser has no knowledge creation or imposition of any reason, with respect to itself, that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without Lien on any material delayassets of Seller Holdco or Seller Holdco’s Subsidiaries.

Regulatory Filings; No Defaults. (a1) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party Person are required to be made or obtained by the Purchaser or any of its Affiliates in connection with the execution, delivery or performance by Purchaser (or any of its Affiliates that may be a party to any Transaction Document) of the Transaction Documents to which they are a party, or to effect the Transactionstransactions contemplated thereby, except for (iA) the filing of the applications, filings or notices to or in connection with obtaining the Governmental Authorities listed Requisite Regulatory Approvals, the Requisite PR Regulatory Approvals (as defined in Schedule 3, the PR Purchase Agreement) and the Requisite USVI Regulatory Approvals (as applicable to defined in the Purchaser or its Affiliates, and approval of or non-objection to such applications, filings and notices; USVI Purchase Agreement) and (iiB) such other consents, approvals, filings or registrations the failure of which to be obtained would notnot reasonably be expected to, individually or in the aggregate, have a material adverse effect on Purchaser’s or its Affiliates’ ability to (i) satisfy its or their obligations hereunder and to consummate the transactions contemplated hereby or (ii) obtain reasonably promptly the Requisite Regulatory Approvals listed on the Purchaser Requisite Regulatory Approvals Schedule. As of the date hereof, Purchaser has no Knowledge of any fact, condition or circumstance with respect to Purchaser or its Affiliates that would reasonably be expected to have a Purchaser Material Adverse Effectresult in the material delay or denial of any of the Requisite Regulatory Approvals and consents in order to permit consummation of the Stock Sale and the transactions contemplated hereby. (b2) Subject to the receipt of the approvals and consents referred to in Schedule 3Section 3.03(c)(1) and the expiration of any applicable waiting periods, the execution, delivery and performance by Purchaser or any of its Affiliates of the Transaction Documents to which it is a party Documents, the performance by Purchaser or any of its Affiliates of their respective obligations thereunder and the consummation by it them of the Transactions transactions contemplated thereby do not conflict with, contravene, constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation or acceleration of any obligation of Purchaser or any of its Affiliates or to a loss of any benefits to which Purchaser or any of its Affiliates is entitled under any provision of (iA) Purchaser’s Constituent Documents or its applicable Affiliate’s constituent documents and (iiB) assuming compliance with the requirements referred to in Section 4.4(a3.03(c)(1), any applicable Law Law, regulation, judgment, injunction, order or decree binding upon Purchaser or any of its SubsidiariesPurchaser, other than violations which would notnot reasonably be expected to, individually or in the aggregate, have a material adverse effect on Purchaser’s or its Affiliates’ ability to (i) satisfy its obligations hereunder and to consummate the transactions contemplated hereby or (ii) obtain reasonably promptly the Requisite Regulatory Approvals listed on the Purchaser Requisite Regulatory Approvals Schedule. (3) There are no pending or, to the Knowledge of Purchaser, threatened disputes or controversies between Purchaser or any of its Affiliates, on the one hand, and any Governmental Authority, on the other hand, including with respect to capital requirements, that (A) would reasonably be expected to have a prevent or delay Purchaser Material Adverse Effectfrom being able to perform its obligations under this Agreement or (B) would reasonably be expected to impair the validity or materially delay the consummation of this Agreement or the transactions contemplated hereby. As of the date hereof, neither Purchaser nor any of its Affiliates has received any indication from any Governmental Authority that such Governmental Authority would oppose or refuse to grant or issue its consent or approval, if required, with respect to the transactions contemplated hereby and has no reason to believe that, if requested, any Governmental Authority required to approve the transactions contemplated hereby would oppose or not promptly grant or issue its consent or approval without condition. (c4) As of the date hereof, Purchaser meets all capital or liquidity requirements, standards and ratios required by each Governmental Authority with jurisdiction over Purchaser (whether pursuant to Commonwealth or federal regulation or as otherwise applied to Purchaser). As of the date hereof, Purchaser has not received any indication that any Requisite Regulatory Approval listed on the Purchaser Requisite Regulatory Approvals Schedule will be conditioned on any action by Purchaser prior to Closing to increase the amount of Purchaser’s capital or liquidity. (5) As of the date hereof, Purchaser has a “Satisfactory” or better rating on its most recent Community Reinvestment Act Performance Evaluation, and, to the Knowledge of Purchaser, no knowledge of any reason, with respect fact or circumstance exists that is reasonably likely to itself, that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without material delaymaterially negatively affect such rating.

Regulatory Filings; No Defaults. (a1) No consents Other than the filing of a notice under the HSR Act, the approval of the Direct Clients and the general partners of and investors in the Private Fund Clients (to the extent required by such Private Fund Clients’ governing documents), no Consents or approvals of, or notices, reports, filings or registrations with, any Governmental Authority or other third party Self-Regulatory Organization are required to be made or obtained by the Purchaser or any of its Affiliates the Acquired Companies in connection with the execution, delivery or performance by Purchaser (or any of its Affiliates that may be a party to any Transaction Document) the Company of the Transaction Documents to which they are it is a party, or to effect the Transactions, except for (i) the filing of the applications, filings transactions contemplated hereby or notices to or with the Governmental Authorities listed in Schedule 3, as applicable to the Purchaser or its Affiliates, and approval of or non-objection to such applications, filings and notices; and (ii) such other consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effectthereby. (b2) Subject to the receipt of the approvals and consents Consents referred to in Section 3.02(f)(1) and the expiration of applicable waiting periods, except as set forth on Schedule 33.02(f)(2) of the Disclosure Schedule, the execution, delivery and performance by Purchaser the Company of the Transaction Documents to which it is a party and party, the consummation by it of the Transactions transactions contemplated hereby and thereby and compliance by the Company with any of the provisions hereof or thereof do not (A) conflict with, contravene, or constitute a violation or breach of or default under under, or terminate, cancel or accelerate, or give rise to (or give rise after the giving of notice, the passage of time or bothboth to) a right of termination, cancellation or acceleration of of, any obligation of Purchaser any of the Acquired Companies or give rise to a loss of any benefits to which Purchaser any Acquired Company is entitled under any provision of (i) Purchaser’s the Constituent Documents or of an Acquired Company; (ii) assuming compliance with any Applicable Law, (iii) any Contract to which any of the requirements referred to Acquired Companies is a party or (iv) any license, franchise, permit or similar authorization held by any Acquired Company, including the Permits; or (B) result in Section 4.4(athe creation or imposition of any Lien on any material portion of the assets of any Acquired Company, except in the case of clauses (A)(ii), any applicable Law binding upon Purchaser or any of its Subsidiaries(A)(iii) and (A)(iv), other than violations which as would not, individually or in the aggregate, reasonably be expected to not have a Purchaser Company Material Adverse Effect. (c) As of the date hereof, Purchaser has no knowledge of any reason, with respect to itself, that the Requisite Regulatory Approvals will not be obtained in the ordinary course and without material delay.