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. Section 4.5

Regulatory Filings; No Defaults. 30- (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-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. Section 4.53.6