Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (a) 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 NBT or any of its Subsidiaries in connection with the execution, delivery or performance by NBT or NBT Bank of this Agreement or to consummate the transactions contemplated hereby, except for filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, NBT has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals, waivers or non-objections of each of the FRB and the OCC, as required (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT Stock to be issued in connection with the Merger on NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by NBT and NBT Bank do not and will not (i) 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 NBT or of any of its Subsidiaries or to which NBT or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT or other organizational documents of NBT or NBT Bank, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT or NBT Bank. (c) As of the date of this Agreement, NBT has no Knowledge of any reasons relating to NBT or NBT Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) 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 NBT HVBC or any of its Subsidiaries in connection with the execution, delivery or performance by NBT HVBC or NBT Bank HVB of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b)4.08, and (ii) the approval of this Agreement by the requisite affirmative vote of the holders of the outstanding shares of HVBC Stock. As of the date hereof, NBT HVBC has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (b) Subject to the receipt of all the consents, approvals, approvals and waivers or non-objections of a Governmental Authority required to consummate and the transactions contemplated by this Agreement, including, without limitation, (1) approvals, waivers or non-objections of each making of the FRB filings referred to in the preceding paragraph, and the OCC, as required (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT Stock to be issued in connection with the Merger on NASDAQrelated waiting periods, the execution, delivery and performance of this Agreement by HVBC and HVB, as applicable, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by NBT and NBT Bank do not and will not (i) constitute a breach or violation of, or a default under, result in a right the charter or bylaws of termination, HVBC (or the acceleration similar governing documents) or similar governing documents 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 NBT or of any of its Subsidiaries or to which NBT or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation ofviolate any statute, or a default undercode, the Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT or other organizational documents of NBT or NBT Bank, or (iii) require the consent or approval of any third party or Governmental Authority under any such lawordinance, rule, regulation, judgment, decree, order, permitwrit, licensedecree or injunction applicable to HVBC or any of its Subsidiaries, credit agreementor any of its properties or assets or (iii) violate, indentureconflict with, loanresult 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, except as set forth in HVBC Disclosure Schedule 3.08(b) accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of HVBC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrumentcontract, concession, franchise agreement or other agreementinstrument or obligation to which HVBC or any of its Subsidiaries is a party, exceptor by which it or any of its properties or assets may be bound or affected, in the case of clauses (i) and (iii), except for such violations, conflicts, breaches or defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT HVBC or NBT BankHVB. (c) As of the date of this Agreement, NBT has no Knowledge of any reasons relating to NBT or NBT Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) 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 NBT Security or any of its Subsidiaries subsidiaries in connection with the execution, delivery or performance by NBT or NBT Bank Security of this Agreement or to consummate the transactions contemplated hereby, Merger except for (A) filings of applicationsapplications and notices, notices or waiver requestsas applicable, with and the approval of certain federal and state banking authorities, (B) filings with the SEC and state securities authorities, and consents, approvals or waivers described in Section 4.08(b)(C) the filing of the certificates of merger with the OSS and DSS pursuant to the OGCL and the DGCL. As of the date hereof, NBT has no Knowledge Security is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the receipt of all consentsthe regulatory and shareholder approvals and other actions referred to in paragraphs 5.03(e) and (f) above and expiration of related regulatory waiting periods, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals, waivers or non-objections of each of the FRB and the OCC, as required (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT Stock to be issued in connection with the Merger on NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by NBT and NBT Bank thereby do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of NBT Security or of any of its Subsidiaries subsidiaries or to which NBT Security or any of its Subsidiaries, subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT Security Articles or other organizational documents of NBT or NBT Bankthe Security Code, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT or NBT Bank. (c) As of the date of this Agreement, NBT has no Knowledge of any reasons relating to NBT or NBT Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) 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 NBT CZFS or any of its Subsidiaries in connection with the execution, delivery or performance by NBT CZFS, CZFSAC or NBT Bank FCCB of this Agreement or to consummate the transactions contemplated hereby, except for (i) filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, NBT CZFS has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals, waivers or non-objections of each approvals of the FRB and the OCC, as required PADOBS (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT CZFS Stock to be issued in connection with the Merger on the NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by NBT CZFS, CZFSAC and NBT Bank FCCB do not and will not (i) 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 NBT CZFS or of any of its Subsidiaries or to which NBT CZFS or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT charter or bylaws or other organizational documents of NBT CZFS, CZFSAC or NBT BankFCCB, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except, in the case of clauses (i) and (iii), except for such violations, conflicts, breaches or defaults under clause (i) or (iii) hereof which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT CZFS, CZFSAC or NBT BankFCCB. (c) As of the date of this Agreement, NBT CZFS has no Knowledge of any reasons relating to NBT CZFS, CZFSAC or NBT Bank FCCB (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) 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 NBT or any of its Subsidiaries in connection with the execution, delivery or performance by NBT or NBT Bank of this Agreement or to consummate the transactions contemplated hereby, except for filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b)4.08. As of the date hereof, NBT has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals, waivers or non-objections of each of the FRB FRB, the OCC and the OCCCTDOB, as required (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT Stock to be issued in connection with the Merger on NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by NBT and NBT Bank do not and will not (i) 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 NBT or of any of its Subsidiaries or to which NBT or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT charter or bylaws or other organizational documents of NBT or NBT Bank, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT or NBT Bank. (c) As of the date of this Agreement, NBT has no Knowledge of any reasons relating to NBT or NBT Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) 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 NBT NB&T Financial or any of its Subsidiaries NBTC in connection with the execution, delivery or performance by NBT or NBT Bank NB&T Financial of this Agreement or to consummate the consummation of the transactions contemplated hereby, including the Merger, except as set forth in NB&T Financial’s Disclosure Schedule and except for (A) the filings of applications, waivers or notices and the Agreement to Merge, as applicable, with Regulatory Authorities to approve the transactions contemplated by the Agreement, (B) the filing with the SEC and declaration of effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act including the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) relating to the meetings, including any adjournments or waiver requestspostponements thereof, of NB&T Financial shareholders and Peoples shareholders to be held in connection with this Agreement and the Merger (the “NB&T Financial Meeting” and the “Peoples Meeting,” as the case may be), (C) NB&T Financial Shareholder Adoption and Peoples Shareholder Adoption, (D) the filing of the certificate of merger with the OSS pursuant to the OGCL, and consents, (E) the receipt of the approvals or waivers described set forth in Section 4.08(b7.01(b). . (ii) As of the date hereof, NBT has no Knowledge NB&T Financial is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (biii) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1consents and approvals noted in Section 5.03(f)(i) approvals, waivers or non-objections of each of the FRB and the OCC, as required (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT Stock to be issued in connection with the Merger on NASDAQrelated regulatory waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (includinghereby, without limitation, including the Merger) by NBT and NBT Bank , do not and will not (iA) constitute result in a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of NBT NB&T Financial or of any of its Subsidiaries or to which NBT NB&T Financial or any of its Subsidiaries, Subsidiaries or their properties or assets is are subject or bound, (iiB) constitute a breach or violation of, or a default under, the Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT NB&T Financial Articles or other organizational documents of NBT or NBT Bankthe NB&T Financial Regulations, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT or NBT Bank. (c) As of the date of this Agreement, NBT has no Knowledge of any reasons relating to NBT or NBT Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) 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 NBT CNB or any of its Subsidiaries in connection with the execution, delivery or performance by NBT CNB or NBT CNB Bank of this Agreement or to consummate the transactions contemplated hereby, except for filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, NBT CNB has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals, waivers or non-objections of each of the FRB FRB, the FDIC and the OCCPADOBS, as required (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT CNB Stock to be issued in connection with the Merger on NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by NBT CNB and NBT CNB Bank do not and will not (i) 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 NBT CNB or of any of its Subsidiaries or to which NBT CNB or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the Third Amended and Restated Certificate Articles of Incorporation, as amended, Incorporation and Third Amended and Restated Bylaws of NBT CNB or other organizational documents of NBT CNB or NBT CNB Bank, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except, in the case of clauses clauses (i) and (iii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT CNB or NBT CNB Bank. (c) As of the date of this Agreement, NBT CNB has no Knowledge of any reasons relating to NBT CNB or NBT CNB Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (ai) No Except as Previously Disclosed, 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 NBT TCNB or any of its Subsidiaries National Bank in connection with the execution, delivery or performance by NBT or NBT Bank TCNB of this Agreement or to consummate the consummation of the transactions contemplated hereby, including the Merger and the Bank Merger, except for filings (A) the filing of applications, notices or waiver requestsand the Bank Merger Agreement, as applicable, with federal and state banking authorities to approve the transactions contemplated by this Agreement, (B) the filing of the Certificate of Merger with the OSS pursuant to the OGCL, and consents, (C) the receipt of the approvals or waivers described set forth in Section 4.08(b7.01(b). As of the date hereof, NBT has no Knowledge TCNB is not aware of any reason why the approvals set forth above and referred to in Section 6.01(a7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to the TCNB Shareholder Adoption, the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1approvals set forth in Section 7.01(b) approvals, waivers or non-objections of each of the FRB and the OCC, as required (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration expiration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT Stock to be issued in connection with the Merger on NASDAQrelated regulatory waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (includinghereby, without limitationincluding the Merger and the Bank Merger, the Merger) by NBT and NBT Bank do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of NBT TCNB or of any of its Subsidiaries National Bank or to which NBT TCNB or any of its Subsidiaries, National Bank or their respective properties or assets is are subject or bound, (iiB) constitute a breach or violation of, or a default under, the Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT TCNB Articles or other organizational the TCNB Code or the governing documents of NBT or NBT National Bank, or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT or NBT Bank. (c) As of the date of this Agreement, NBT has no Knowledge of any reasons relating to NBT or NBT Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Regulatory Approvals; No Defaults. (a) 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 NBT or any of its Subsidiaries in connection with the execution, delivery or performance by NBT or NBT Bank of this Agreement or to consummate the transactions contemplated hereby, except for filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, NBT has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals, waivers or non-objections of each of the FRB Regulatory Approvals and the OCCBank Merger Approvals, as required (“Regulatory Approvals”), (2) and the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT Stock to be issued in connection with the Merger on NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by NBT and NBT Bank Buyer do not and will not (i) 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 NBT Buyer or of any of its Subsidiaries or to which NBT Buyer or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the Restated Buyer’s Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT Incorporation or other organizational documents of NBT or NBT BankBylaws, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT or NBT Bank. (cb) As of the date of this Agreement, NBT Buyer has no Knowledge of any reasons relating to NBT Buyer or NBT Buyer Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why (i) any of the Regulatory Approvals or the Bank Merger Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this AgreementAgreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (a) 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 NBT or any of its Subsidiaries in connection with the execution, delivery or performance by NBT or NBT Bank of this Agreement or to consummate the transactions contemplated hereby, except for filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, NBT has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (b) Subject to the receipt of all consents, approvals, waivers or non-objections consents and approvals of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals, waivers or non-objections of each of the FRB and the OCC, as required Agreement (“Regulatory Approvals”), (2) and the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT Stock to be issued in connection with the Merger on NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by NBT SBBX and NBT SB One Bank do not and will not (i) 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 NBT SBBX or of any of its Subsidiaries or to which NBT SBBX or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, SBBX’s Restated Certificate of Incorporation or Second Amended and Restated Bylaws, or the Restated Certificate of Incorporation, as amended, Incorporation and Second Amended and Restated Bylaws of NBT or other organizational documents of NBT or NBT SB One Bank, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT or NBT Bank. (cb) As of the date of this Agreement, NBT SBBX has no Knowledge of any reasons relating to NBT SBBX or NBT SB One Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why (i) any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this AgreementAgreement or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (ai) No Except as Previously Disclosed, 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 NBT Futura or any of its Subsidiaries in connection with the execution, delivery or performance by NBT or NBT Bank Futura of this Agreement or to consummate the consummation of the transactions contemplated hereby, including the Merger, except for (A) the filings of applications, notices or waiver requestsand the Agreement to Merge, as applicable, with federal and state banking authorities to approve the transactions contemplated by the Agreement and to continue Futura’s trust powers and trust activities, (B) the filings with the SEC and state securities authorities, (C) the filing of the Certificate of Merger with the OSS pursuant to the OGCL, and consents, (D) the receipt of the approvals or waivers described set forth in Section 4.08(b7.01(b). As of the date hereof, NBT has no Knowledge Futura is not aware of any reason why the approvals set forth above and referred to in in Section 6.01(a7.01 (b) will not be received without the imposition of a condition, restriction or requirement of the type described in a timely mannerSection 7.01(b). (bii) Subject to Futura Shareholder Adoption, the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals, waivers or non-objections of each of the FRB and the OCC, as required (“Regulatory Approvals”approvals set forth in Section 7.01(b), (2) the expiration of related regulatory waiting periods, and required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT Stock to be issued in connection with the Merger on NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (includinghereby, without limitation, including the Merger) by NBT and NBT Bank , do not and will not (iA) constitute a breach or violation of, or a default under, result in a or give rise to any Lien, any acceleration of remedies or any right of termination, or the acceleration of any right or obligation termination under, any law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit or agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise indenture or other agreement instrument of NBT Futura or of any of its Subsidiaries or to which NBT Futura or any of its Subsidiaries, Subsidiaries or properties or assets is subject or bound, (iiB) constitute a breach or violation of, or a default under, the Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT Futura Articles or other organizational documents of NBT or NBT Bank, the Futura Code or (iiiC) require the any consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, franchise or other agreement, except, in . Without limiting the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT or NBT Bank. (c) As generality of the date of this Agreementforgoing, NBT has no Knowledge of any reasons relating to NBT or NBT Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any Merger will not constitute a “Control Share Acquisition,” as defined in Article VI of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this AgreementFutura Articles.