Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by any of the Purchaser Parties in connection with their execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby, except as Previously Disclosed and except for filings of applications or notices with, and approvals or waivers by, the UST, FDIC, the DFI and the Federal Reserve Board and the execution and delivery of all documents and performance of all actions required to effect the Debt Assumption. (ii) Subject to receipt, or the making, of the consents, approvals, waivers, filings and registrations referred to in the preceding paragraph and the expiration of related waiting periods, the execution, delivery and performance of this Agreement by the Purchaser Parties, and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order or governmental permit to which any of the Purchaser Parties or any of their respective properties is subject or bound (B) constitute a breach or violation of, or a default under, the MC Bancorp Articles, the MC Bancorp Bylaws or the similar governing documents of any of the Purchaser Parties or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order of any Governmental Authority.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Company or any of the Purchaser Parties its Subsidiaries in connection with their the execution, delivery or performance by Company and Bank of this Agreement or to consummate the transactions contemplated herebyby this Agreement, except as Previously Disclosed and except for filings of applications or notices with, and consents, approvals or waivers byby the FRB, the UST, FDIC, the DFI OCC and the Federal Reserve Board filing of the Articles of Merger with the Maryland State Department of Assessments and the execution and delivery of all documents and performance of all actions required to effect the Debt Assumption. (ii) Taxation. Subject to receipt, or the making, receipt of the consents, approvals, waivers, filings and registrations approvals referred to in the preceding paragraph sentence and the expiration of related waiting periodsRequisite Company Shareholder Approval and the Bank Shareholder Approval, the execution, delivery and performance of this Agreement by the Purchaser Parties, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by Company and Bank do not and will not (A) constitute a breach or violation of any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order or governmental permit to which any of the Purchaser Parties or any of their respective properties is subject or bound (Bi) constitute a breach or violation of, or a default under, the MC Bancorp ArticlesArticles of Incorporation, the MC Bancorp Bylaws or the similar governing documents of Company and Bank, (ii) except as would not be material, violate any of the Purchaser Parties or (C) require any consent or approval under any such lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or Bank, or any of their respective properties or assets, (iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Company or any of its Subsidiaries or to which Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of, or any filing or notice to, any third party under any such Law, rule or regulation or any judgment, decree, injunctionorder, order permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, with only such exceptions in the case of each of clauses (iii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company. (b) As of the date of this Agreement, Company has no Knowledge of any reason (i) why the Regulatory Approvals referred to in Section 7.01(b) will not be received in customary time frames from the applicable Governmental AuthorityAuthorities having jurisdiction over the transactions contemplated by this Agreement, or (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by any of the Purchaser Seller Parties in connection with their execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby, except as Previously Disclosed and except for filings of applications or notices with, and approvals or waivers by, the UST, FDIC, the DFI and the Federal Reserve Board and the execution and delivery of all documents and performance of all actions required to effect the Debt AssumptionBoard. (ii) Subject to receipt, or the making, of the consents, approvals, waivers, filings and registrations referred to in the preceding paragraph and the expiration of related waiting periods, the execution, delivery and performance of this Agreement by the Purchaser Seller Parties, and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order or governmental permit to which any of the Purchaser Seller Parties or any of their respective properties is subject or bound (B) constitute a breach or violation of, or a default under, the MC SL Bancorp Articles, the MC SL Bancorp Bylaws or the similar governing documents of any of the Purchaser Seller Parties or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order of any Governmental Authority.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by any of the Purchaser Parties Company in connection with their the execution, delivery or performance by the Company of this Agreement or to consummate the transactions contemplated hereby, except as Previously Disclosed and Merger except for (A) filings of applications or notices with, and approvals or waivers by, the UST, FDIC, the DFI and the Federal Reserve Board and the execution OCC, as required, and delivery (B) filings with federal and state securities authorities and (C) the approval of all documents and performance this Agreement by the affirmative vote of all actions required holders of two-thirds of the outstanding shares of the Company Stock. As of the date hereof, to effect the Debt AssumptionKnowledge of the Company, there is no reason as to the Company why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt, or the making, receipt of the consents, approvals, waivers, filings and registrations approvals referred to in the preceding paragraph paragraph, and the expiration of related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by the Purchaser Parties, Company and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunctionorder, order or governmental permit or license, or agreement, indenture or instrument of the Company or to which any of the Purchaser Parties Company or any of their respective its properties is subject or bound bound, (B) constitute a breach or violation of, or a default under, the MC Bancorp Articles, the MC Bancorp Bylaws articles of association or the by-laws (or similar governing documents of any documents) of the Purchaser Parties Company or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunctionorder, order of any Governmental Authoritygovernmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Parent or any of the Purchaser Parties its Subsidiaries in connection with their the execution, delivery or performance by Parent and the Bank of this Agreement or to consummate the transactions contemplated herebyTransaction, except as Previously Disclosed and except for filings of applications or notices with, with and approvals or waivers byby the OCC, the UST, FDIC, the DFI and the Federal Reserve Board and the execution and delivery of all documents and performance of all actions required to effect the Debt Assumptionas required. (ii) Subject to receipt, receipt of the approvals or the making, of the consents, approvals, waivers, notice filings and registrations referred to in the preceding paragraph and the expiration of any related waiting periods, the execution, delivery and performance of this Agreement by Parent and the Purchaser Parties, Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunctionorder, order or governmental permit or license, or agreement, indenture or instrument of Parent or of any of its Subsidiaries or to which any of the Purchaser Parties Parent or any of their respective its Subsidiaries or properties is subject or bound bound, (B) constitute a breach or violation of, or a default under, the MC Bancorp Articles, the MC Bancorp Bylaws articles of incorporation or the bylaws (or similar governing documents documents) of Parent or any of the Purchaser Parties its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunctionorder, order of any Governmental Authoritygovernmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by any of the Purchaser Parties SVBank in connection with their the execution, delivery or performance by SVBank of this Agreement or to consummate the transactions contemplated hereby, except as Previously Disclosed and except for filings of applications or notices with, and approvals or waivers by, the UST, FDIC, the DFI DBO and the Federal Reserve Board and the execution and delivery of all documents and performance of all actions required to effect the Debt AssumptionFDIC. (ii) Subject to receipt, or the making, of the consents, approvals, waivers, filings and registrations referred to in the preceding paragraph Previously Disclosed and the expiration of related any requisite waiting periods, the execution, delivery and performance of this Agreement by the Purchaser PartiesSVBank, and the consummation of the transactions contemplated hereby hereby, do not and will not (A) constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both would constitute a default) under, or give rise to any right on the part of any third party, any Lien, any acceleration of remedies or any right of termination under, or result in any termination or loss to SVBank of any benefit or right under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order or order, governmental permit or license, or agreement, indenture or instrument of SVBank or to which any of the Purchaser Parties SVBank or any of their respective its properties is subject or bound bound, (B) constitute a breach or violation of, or a default under, or contravene or conflict with the MC Bancorp SVBank Articles, the MC Bancorp SVBank Bylaws or the similar other governing documents of any of the Purchaser Parties or SVBank, (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order of any Governmental Authorityorder, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by FSPF or any of the Purchaser Parties its Subsidiaries in connection with their the execution, delivery or performance by FSPF of this Agreement or to consummate the transactions contemplated hereby, except as Previously Disclosed and Merger except for (A) filings of applications or applications, notices and the Agreement to Merge with, or requests for approvals and waivers from, as applicable, federal and state banking authorities and other Regulatory Authorities; (B) receipt of the regulatory approvals set forth in Section 8.01(b); (C) filings with state and federal securities authorities; (D) the filing of the articles of merger with the Department of State of the State of Delaware; and (E) the expiration or waivers by, termination of any applicable waiting period under the UST, FDIC, the DFI and the Federal Reserve Board and the execution and delivery of all documents and performance of all actions required to effect the Debt AssumptionHSR Act. (ii) Subject to receipt, or the making, satisfaction of the consents, approvals, waivers, filings and registrations requirements referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities Laws, the execution, delivery and performance of this Agreement by the Purchaser Parties, and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of any law, code, ordinance, rule or regulation remedies or any judgmentright of termination under, decreeany Law, injunction, order or governmental permit or license, or agreement, indenture or instrument of FSPF or to which any of the Purchaser Parties FSPF or any of their respective its properties is subject or bound bound, (B) constitute a breach or violation of, or a default under, the MC Bancorp Articles, the MC Bancorp Bylaws certificate of formation or the operating agreement (or similar governing documents documents) of any of the Purchaser Parties FSPF, or (C) require any consent or approval under any such lawLaw, codegovernmental permit or license, ordinanceagreement, rule, regulation, judgment, decree, injunction, order of any Governmental Authorityindenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by any of the Purchaser Parties VCBank in connection with their the execution, delivery or performance by VCBank of this Agreement or to consummate the transactions contemplated hereby, except as Previously Disclosed and except for filings of applications or notices with, and approvals or waivers by, the UST, FDICCDFI, the DFI FDIC and the Federal Reserve Board and the execution and delivery of all documents and performance of all actions required to effect the Debt AssumptionBoard. (ii) Subject to receipt, or the making, of the consents, approvals, waivers, filings and registrations referred to in the preceding paragraph Previously Disclosed and the expiration of related any requisite waiting periods, the execution, delivery and performance of this Agreement by the Purchaser PartiesVCBank, and the consummation of the transactions contemplated hereby hereby, do not and will not (A) constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both would constitute a default) under, or give rise to any right on the part of any third party, any Lien, any acceleration of remedies or any right of termination under, or result in any termination or loss to VCBank of any benefit or right under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order or order, governmental permit or license, or agreement, indenture or instrument of VCBank or to which any of the Purchaser Parties VCBank or any of their respective its properties is subject or bound bound, (B) constitute a breach or violation of, or a default under, or contravene or conflict with the MC Bancorp VCBank Articles, the MC Bancorp VCBank Bylaws or the similar other governing documents of any of the Purchaser Parties or VCBank, (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order of any Governmental Authorityorder, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Peoples or any of the Purchaser Parties its Subsidiaries in connection with their the execution, delivery or performance by Peoples of this Agreement or to consummate the Merger except for (A) the filing of applications, notices, and the Agreement to Merge, as applicable, with the federal and state banking authorities to approve the transactions contemplated hereby, except as Previously Disclosed and except for by this Agreement; (B) the filings of applications the certificates of merger with the OSS pursuant to the OGCL; and (C) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Peoples 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 with, and approvals or waivers by, requirement of the UST, FDIC, the DFI and the Federal Reserve Board and the execution and delivery of all documents and performance of all actions required to effect the Debt Assumptiontype described in Section 7.01(b). (ii) Subject to receiptthe approvals set forth in Section 7.01(b), or the making, of the consents, approvals, waivers, filings and registrations referred to in the preceding paragraph and the expiration of related regulatory waiting periods, the execution, delivery and performance of this Agreement by the Purchaser Parties, and the consummation of the transactions contemplated hereby do not and will not (A) constitute result in a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunctionorder, order or governmental permit or license, or agreement, indenture or instrument of Peoples or of any of its Subsidiaries or to which any of the Purchaser Parties Peoples or any of their respective its Subsidiaries or properties is subject or bound bound, (B) constitute a breach or violation of, or a default under, the MC Bancorp ArticlesPeoples Articles or Peoples Regulations, the MC Bancorp Bylaws or the similar governing documents of any of the Purchaser Parties or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunctionorder, order of any Governmental Authoritygovernmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) 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 Bank or any of the Purchaser Parties its Subsidiaries in connection with their the execution, delivery or performance by Bank of this Agreement or to consummate the transactions contemplated herebyMerger, except as Previously Disclosed and except for (A) filings of applications or notices with, and approvals or waivers by, the UST, FDIC, the DFI and with the Federal Reserve Board and Bureau of Financial Institutions, and (B) the filing of articles of merger with the Commission pursuant to the Corporation Act and the execution Banking Act, and delivery the issuance of all documents and performance related certificates of all actions required to effect merger. Bank is not aware of any reason why the Debt Assumptionapprovals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.03(e). (ii) Subject Except as Previously Disclosed, subject to receipt, or the making, receipt of the consents, approvals, waivers, filings and registrations regulatory approvals referred to in the preceding paragraph Section 5.03(f)(i), and the expiration of related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by the Purchaser Parties, and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunctionorder, order or governmental permit or license, or agreement, indenture or instrument of Bank or of any of its Subsidiaries or to which any of the Purchaser Parties Bank or any of their respective its Subsidiaries or properties is subject or bound bound, (B) constitute a breach or violation of, or a default under, the MC Bancorp Articles, the MC Bancorp Bylaws Bank Certificate or the similar governing documents of any of the Purchaser Parties Bank By-Laws, or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunctionorder, order of any Governmental Authoritygovernmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by ▇▇▇▇▇-▇▇▇▇▇ or any of the Purchaser Parties its Subsidiaries in connection with their the execution, delivery or performance by ▇▇▇▇▇-▇▇▇▇▇ or any of its Subsidiaries of this Agreement Plan or to consummate the transactions contemplated hereby, except as Previously Disclosed and Transactions except for filings (a) the filing of applications and notices, as applicable, with federal and state banking authorities, receipt of approval thereof and expiration of related waiting periods; and (b) the filing of articles of share exchange and merger with the SDAT pursuant to the MGCL. As of the date hereof, ▇▇▇▇▇-▇▇▇▇▇ is not aware of any reason why the approvals set forth in Section 7.1(B) will not be received without the imposition of a condition, restriction or notices with, and approvals or waivers by, requirement of the UST, FDIC, the DFI and the Federal Reserve Board and the execution and delivery of all documents and performance of all actions required to effect the Debt Assumptiontype described in Section 7.1(B). (ii) Subject to receipt, or the making, receipt of the consents, approvals, waivers, filings and registrations regulatory approvals referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by the Purchaser Parties, Plan and the consummation of the transactions contemplated hereby Transactions do not and will not (Aa) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunctionorder, order or governmental permit or license, or Contract of ▇▇▇▇▇-▇▇▇▇▇ or of any of its Subsidiaries or to which any of the Purchaser Parties ▇▇▇▇▇-▇▇▇▇▇ or any of their respective its Subsidiaries or properties is subject or bound bound, (Bb) constitute a breach or violation of, or a default under, the MC Bancorp Articles, the MC Bancorp Bylaws articles of incorporation or the by-laws (or similar governing documents documents) of ▇▇▇▇▇-▇▇▇▇▇ or any of the Purchaser Parties its Subsidiaries, or (Cc) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunctionorder, order of any Governmental Authoritygovernmental permit or license, or Contract.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Opus or any of the Purchaser Parties its Subsidiaries in connection with their the execution, delivery or performance by Opus of this Agreement Agreement, the Bank Merger Agreement, or to consummate the transactions contemplated herebyTransaction, except as Previously Disclosed and except for (A) filings of applications or notices notices, and articles of combination with, and approvals or waivers by, the USTDFI, the FDIC, the DFI Department and the Federal Reserve Board FRB and (B) the execution and delivery filing of all documents and performance the articles of all actions required merger with the Secretary of State of the State of Washington pursuant to effect the Debt AssumptionWBCA with respect to the Merger. (ii) Subject to receipt, or the making, of the consents, approvals, waivers, waivers and filings and registrations referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by the Purchaser PartiesOpus, and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order or order, governmental permit or license, or agreement, indenture or instrument of Opus or to which any of the Purchaser Parties Opus or any of their respective its properties is subject or bound bound, (B) constitute a breach or violation of, or a default under, the MC Bancorp Articles, the MC Bancorp Bylaws articles of incorporation or the similar governing documents bylaws of any of the Purchaser Parties Opus or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order of any Governmental Authorityorder, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Acquiror or any of the Purchaser Parties its Subsidiaries in connection with their the execution, delivery or performance by Acquiror of this Agreement or to consummate the transactions contemplated herebyTransaction, except as Previously Disclosed and except for filings of applications or notices with, and approvals or waivers by, the UST, FDIC, the DFI and the Federal Reserve Board and the execution State of Georgia Department of Banking and delivery of all documents and performance of all actions required to effect the Debt AssumptionFinance. (ii) Subject to receipt, or the making, of the consents, approvals, waivers, waivers and filings and registrations referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by the Purchaser PartiesAcquiror, and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order or order, governmental permit or license, or agreement, indenture or instrument of Acquiror or of any of its Subsidiaries or to which any of the Purchaser Parties Acquiror or any of their respective its Subsidiaries or properties is subject or bound bound, (B) constitute a breach or violation of, or a default under, the MC Bancorp Articles, the MC Bancorp Bylaws articles of incorporation or the code of regulations (or similar governing documents documents) of Acquiror or any of the Purchaser Parties its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order of any Governmental Authorityorder, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by any of the Purchaser Parties in connection with their execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby, except as Previously Disclosed and except for filings of applications or notices with, and approvals or waivers by, the UST, FDIC, the DFI and the Federal Reserve Board and the execution and delivery of all documents and performance of all actions required to effect the Debt Assumption. (iia) Subject to receiptthe receipt of all Regulatory Approvals, or the making, required filings under federal and state securities laws and the requisite affirmative vote of the consents, approvals, waivers, filings and registrations referred to in the preceding paragraph and the expiration of related waiting periodsOptima Shares, the execution, delivery and performance of this Agreement by the Purchaser PartiesOptima, as applicable, and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order or governmental permit to which any of the Purchaser Parties or any of their respective properties is subject or bound (Bi) constitute a breach or violation of, or a default under, the MC Bancorp Articles, the MC Bancorp Bylaws charter or the bylaws (or similar governing documents documents) of Optima, (ii) violate any of the Purchaser Parties or (C) require any consent or approval under any such lawstatute, code, ordinance, rule, regulation, judgment, decreeorder, injunctionwrit, order decree or injunction applicable to Optima, or any of its properties or assets or (iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Optima under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Optima is a party, or by which it or any of its properties or assets may be bound or affected (b) As of the date hereof, Optima has no Knowledge of any reason relating to Optima (including, without limitation, compliance with the Community Reinvestment Act of 1977, as amended (the “CRA”), or the USA Patriot Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental AuthorityAuthorities having jurisdiction over the transactions contemplated by this Agreement.