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 in connection with the execution, delivery, or performance by Company of this Agreement or to consummate the contemplated transactions (including the Bank Merger), except for (i) as applicable, filings of, applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, and the Massachusetts Commissioner of Banks, (ii) the Requisite Company Shareholder Approval, (iii) the approval of the Bank Merger and the Plan of Bank Merger by Company, the sole shareholder of Company Bank and the filing of the Bank Merger Certificates; (iv) the filing and effectiveness of the Registration Statement with the SEC, (v) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger (the “Buyer Share Issuance”) and (vi) the filing of the Articles of Merger with the Secretary of the Commonwealth of Massachusetts. Each consent, approval, receipt, or waiver by the FRB, the FDIC and the Massachusetts Commissioner of Banks as referred to in clause (i) is a “Regulatory Approval.” To Company’s Knowledge as of the date of this Agreement, there is no fact or circumstance relating to Company that would reasonably be expected to result in any of the approvals set forth above (b) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the immediately preceding paragraph and the expiration of the related waiting periods, the execution, delivery, and performance of this Agreement by Company and Company Bank, as applicable, and the consummation of the transactions contemplated by this Agreement do not and will not (i) constitute a breach or violation of, or a default under, the Articles of Organization or Bylaws (or similar governing documents) of Company or any of its Subsidiaries or Affiliates, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or Privacy Obligation applicable to Company or any of its Subsidiaries, or any of their respective 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 respective properties or assets of Company or any of its Subsidiaries or Affiliates 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 Company or any of its Subsidiaries or Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to Company.

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 MB MHC and MSB in connection with the execution, delivery, delivery or performance by Company Middlesex of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the contemplated transactions (including the Bank Merger)Transactions, except for (i) as applicable, filings of, of applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, the Commissioner, the DIF, the BBI and the Massachusetts Commissioner of BanksMHPF, as required, (ii) the Requisite Company Shareholder Approvalfiling of the MHC Articles of Merger and the Mid-Tier Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts pursuant to the laws of the Commonwealth of Massachusetts, (iii) the approval of this Agreement by two-thirds of the Bank corporators of MB MHC, and (iv) such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the foregoing federal and state banking agencies in connection with the MHC Merger, the Mid-Tier Merger and the Plan of Bank Merger by Company, the sole shareholder of Company Bank and the filing of the Bank Merger Certificates; (iv) the filing and effectiveness of the Registration Statement with the SEC, (v) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger (the “Buyer Share Issuance”) and (vi) the filing of the Articles of Merger with the Secretary of the Commonwealth of MassachusettsMerger. Each consent, approval, receipt, or waiver by the FRB, the FDIC and the Massachusetts Commissioner of Banks as referred to in clause (i) is a “Regulatory Approval.” To Company’s Knowledge as As of the date of this Agreement, there MSB is no fact or circumstance relating to Company that would reasonably be expected to result in not aware of any of reason why the approvals set forth aboveabove and referred to in Section 8.1(c) shall not be received in a timely manner and without the imposition of any Burdensome Condition, or that the requisite approval of MB MHC’s corporators shall not be obtained. (b) Subject to receipt, or the making, receipt of the consents, approvals, waivers and filings approvals referred to in the immediately preceding paragraph Section 6.6(a), and the expiration of the related waiting periods, the execution, delivery, delivery and performance of this Agreement by Company and Company Bankthe Bank Merger Agreement, as applicable, by MB MHC and MSB, and the consummation of the Transactions and the other transactions contemplated by this Agreement hereby and thereby do not and will shall not (i) constitute a breach or violation of, or a default under, the Articles of Organization or Bylaws under (or similar governing documents) of Company or any of its Subsidiaries or Affiliates, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or Privacy Obligation applicable to Company or any of its Subsidiaries, or any of their respective 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 whichor, with notice or lapse of time, or both, would constitute a default) default under), result in the termination or give rise to any Lien, any acceleration of remedies or a performance or any right of termination or cancellation under, accelerate the performance required byany law, rule or regulation or any judgment, decree, order, governmental permit or license, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries or Affiliates underagreement, any of the termsindenture, conditions, or provisions of any note, bond, mortgage, deed of trust, lease or instrument of Middlesex, or to which Middlesex or any of its properties or assets is subject, affected or bound (whether as issuer, guarantor, obligor or otherwise), (ii) constitute a breach or violation of, or a default under, the corporate charter or bylaws (or similar governing documents) of Middlesex, or (iii) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture, note, bond, mortgage, deed of trust, license, lease, contract, agreement lease or other instrument or obligation to which Company or any of its Subsidiaries or Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to Companyinstrument.

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 Buyer or any of its Subsidiaries or Affiliates in connection with the execution, delivery, delivery or performance by Company Buyer of this Agreement Agreement, or to consummate the transactions contemplated transactions (including the Bank Merger)by this Agreement, except for (i) as applicable, filings of, applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, and the Massachusetts Board of Bank Incorporation, the Massachusetts Housing Partnership Fund, the Massachusetts Commissioner of Banks, ; (ii) the Requisite Company Shareholder Approval, (iii) the approval of the Bank Merger and the Plan of Bank Merger by CompanyBuyer, the as sole shareholder of Company Bank and the filing of the Bank Merger Certificates; Buyer Bank, (iviii) the filing and effectiveness of the Registration Statement with the SEC, ; (viv) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger (the “Buyer Share Issuance”) and (viv) the filing of the Articles of Merger with the Secretary of the Commonwealth of Massachusetts. Each consent, approval, receipt, or waiver by the FRB, the FDIC and the Massachusetts Commissioner of Banks as referred to in clause (i) is a “Regulatory Approval.” To Company’s Knowledge as As of the date hereof, Buyer is not aware of this Agreement, there is no fact or circumstance relating to Company that would reasonably be expected to result in any of reason why the approvals set forth aboveabove and referred to in Section 6.01(b), the Branch Closure Applications and the FDIC Notice will not be received in a timely manner or will include a Burdensome Condition as defined in Section 5.06. (b) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the immediately preceding paragraph and the expiration of the related waiting periods, the execution, delivery, delivery and performance of this Agreement by Company Buyer and Company Buyer Bank, as applicable, and the consummation of the transactions contemplated by this Agreement hereby do not and will not (i) constitute a breach or violation of, or a default under, the Articles articles of Organization organization or Bylaws bylaws (or similar governing documents) of Company Buyer or any of its Subsidiaries or Affiliates, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or Privacy Obligation applicable to Company Buyer or any of its Subsidiaries, or any of their respective 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 respective properties or assets of Company Buyer or any of its Subsidiaries or Affiliates under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Company Buyer or any of its Subsidiaries or Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to Company.

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 Buyer or any of its Subsidiaries or Affiliates in connection with the execution, delivery, or performance by Company Buyer of this Agreement Agreement, or to consummate the transactions contemplated transactions by this Agreement (including the Bank Merger), except for (i) as applicable, filings of, applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, and the Massachusetts Housing Partnership Fund, the Massachusetts Commissioner of Banks, ; (ii) the Requisite Company Shareholder Approval, (iii) the approval of the Bank Merger and the Plan of Bank Merger by CompanyBuyer, the as sole shareholder of Company Bank Buyer Bank, and the filing of the Bank Merger Certificates; Certificates; (iviii) the filing and effectiveness of the Registration Statement with the SEC, ; (viv) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger (the “Buyer Share Issuance”) Merger; and (viv) the filing of the Articles of Merger with the Secretary of the Commonwealth of Massachusetts. Each consent, approval, receipt, or waiver by the FRB, the FDIC and the Massachusetts Commissioner of Banks as referred to in clause (i) is a “Regulatory Approval.” To CompanyBuyer’s Knowledge as of the date of this Agreement, there is no fact or circumstance relating to Company Buyer that would could reasonably be expected to result in any of the approvals set forth aboveabove and referred to in Section 6.01(b) of this Agreement not being received in order to permit consummation of the Merger and Bank Merger on a timely basis or will include a Materially Burdensome Regulatory Condition. (b) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the immediately preceding paragraph and the expiration of the related waiting periods, the execution, delivery, and performance of this Agreement by Company Buyer and Company Buyer Bank, as applicable, and the consummation of the transactions contemplated by this Agreement do not and will not (i) constitute a breach or violation of, or a default under, the Articles articles of Organization organization or Bylaws bylaws (or similar governing documents) of Company Buyer or any of its Subsidiaries or Affiliates, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or Privacy Obligation applicable to Company Buyer or any of its Subsidiaries, or any of their respective 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 respective properties or assets of Company Buyer or any of its Subsidiaries or Affiliates 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 Company Buyer or any of its Subsidiaries or Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to CompanyBuyer.

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 Buyer or any of its Subsidiaries or affiliates in connection with the execution, delivery, delivery or performance by Company Buyer of this Agreement Agreement, or to consummate the contemplated transactions (including the Bank Merger), except for (i) as applicable, filings of, of applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDICMassachusetts Board of Bank Incorporation, and the Massachusetts Commissioner of Banks, Housing Partnership Fund; (ii) the Requisite Company Shareholder Approval, (iii) the approval of the Bank Merger and the Plan of Bank Merger by Company, the sole shareholder of Company Bank and the filing of the Bank Merger Certificates; (iv) the filing and effectiveness of the Registration Statement with the SEC, ; (viii) the approval of this Agreement by a majority of the votes cast at the Buyer Meeting and the approval of this Agreement by Buyer as the sole shareholder of Merger Sub; and (iv) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger (Merger. In the “event that Buyer Share Issuance”) and (vi) the filing of the Articles of Merger determines to proceed with the Secretary of Bank Merger, filings with, and the Commonwealth of Massachusetts. Each consent, approval, receipt, or waiver by the FRBapproval of, the FDIC and FDIC, the Massachusetts Commissioner of Banks as referred to in clause (i) is a “Regulatory Approval.” To CompanyBanks, the Depositors Insurance Fund and Buyer Bank’s Knowledge as sole shareholder would also be required. As of the date hereof, Buyer is not aware of this Agreement, there is no fact or circumstance relating to Company that would reasonably be expected to result in any of reason why the approvals set forth aboveabove will not be received in a timely manner.` (b) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the immediately preceding paragraph and the expiration of the related waiting periods, the execution, delivery, delivery and performance of this Agreement by Company and Company Bank, as applicableBuyer, and the consummation of the transactions contemplated by this Agreement hereby do not and will not (i) constitute a breach or violation of, or a default under, the Articles of Organization charter or Bylaws bylaws (or similar governing documents) of Company Buyer or any of its Subsidiaries or Affiliatesaffiliates, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or Privacy Obligation applicable to Company Buyer or any of its Subsidiaries, or any of their respective 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 respective properties or assets of Company Buyer or any of its Subsidiaries or Affiliates affiliates under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Company Buyer or any of its Subsidiaries or Affiliates affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to Company.

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 Buyer or any of its Subsidiaries or affiliates in connection with the execution, delivery, delivery or performance by Company Buyer of this Agreement Agreement, or to consummate the transactions contemplated transactions (including the Bank Merger)hereby, except for (i) as applicable, filings of, of applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, the FRB the Massachusetts Division of Banks and the Massachusetts Commissioner Board of BanksBank Incorporation, and (ii) the Requisite Company Shareholder Approval, (iii) the approval of the Bank Merger and the Plan of Bank Merger by Company, the sole shareholder of Company Bank and the filing of the Bank Merger Certificates; (iv) the filing and effectiveness of the Registration Statement with the SEC, (v) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger (the “Buyer Share Issuance”) and (vi) the filing of the Articles of Merger with the Secretary of the Commonwealth of Massachusetts. Each consent, approval, receipt, or waiver by the FRB, the FDIC and the Massachusetts Commissioner of Banks as referred to in clause (i) is a “Regulatory Approval.” To Company’s Knowledge as As of the date hereof, Buyer is not aware of this Agreement, there is no fact or circumstance relating to Company that would reasonably be expected to result in any of reason why the approvals set forth aboveabove will not be received in a timely manner. A-21 (b) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the immediately preceding paragraph and the expiration of the related waiting periods, the execution, delivery, delivery and performance of this Agreement by Company and Company Bank, as applicableBuyer, and the consummation of the transactions contemplated by this Agreement hereby do not and will not (i) constitute a breach or violation of, or a default under, the Articles of Organization charter or Bylaws bylaws (or similar governing documents) of Company Buyer or any of its Subsidiaries or Affiliatesaffiliates, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or Privacy Obligation applicable to Company Buyer or any of its Subsidiaries, or any of their respective 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 respective properties or assets of Company Buyer or any of its Subsidiaries or Affiliates affiliates under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Company Buyer or any of its Subsidiaries or Affiliates affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to Company.

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 Buyer or any of its Subsidiaries or affiliates in connection with the execution, delivery, delivery or performance by Company Buyer of this Agreement Agreement, or to consummate the transactions contemplated transactions (including the Bank Merger)by this Agreement, except for (i) as applicable, filings of, applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the Comptroller, the FDIC, and the Massachusetts Board of Bank Incorporation, the Massachusetts Housing Partnership Fund, the Massachusetts Commissioner of Banks, ; (ii) the Requisite Company Shareholder Approval, (iii) the approval of the Bank Merger and the Plan of Bank Merger by Company, the sole shareholder of Company Bank and the filing of the Bank Merger Certificates; (iv) the filing and effectiveness of the Registration Statement with the SEC, ; (viii) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger (the “Buyer Share Issuance”) and (viiv) the filing of the Articles of Merger with the Secretary of the The Commonwealth of Massachusetts. Each consent, approval, receipt, or waiver by the FRB, the FDIC Massachusetts and the Massachusetts Commissioner Maryland Department of Banks as referred Assessments and Taxation and notification to in clause (i) is a “Regulatory Approval.” To Company’s Knowledge as and the filing of the Plan of Bank Merger with the Comptroller. As of the date hereof, Buyer is not aware of this Agreement, there is no fact or circumstance relating to Company that would reasonably be expected to result in any of reason why the approvals set forth aboveabove will not be received in a timely manner or will include a Burdensome Condition as defined in Section 5.06. (b) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the immediately preceding paragraph and the expiration of the related waiting periods, the execution, delivery, delivery and performance of this Agreement by Company Buyer and Company Buyer Bank, as applicable, and the consummation of the transactions contemplated by this Agreement hereby do not and will not (i) constitute a breach or violation of, or a default under, the Articles of Organization charter or Bylaws bylaws (or similar governing documents) of Company Buyer or any of its Subsidiaries or Affiliatesaffiliates, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or Privacy Obligation applicable to Company Buyer or any of its Subsidiaries, or any of their respective 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 respective properties or assets of Company Buyer or any of its Subsidiaries or Affiliates affiliates under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Company Buyer or any of its Subsidiaries or Affiliates affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to Company.

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 Buyer or any of its Subsidiaries or Affiliates in connection with the execution, delivery, delivery or performance by Company Buyer of this Agreement Agreement, or to consummate the transactions contemplated transactions (including the Bank Merger)by this Agreement, except for (i) as applicable, filings of, applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, and the Massachusetts Housing Partnership Fund, the Massachusetts Commissioner of Banks, ; (ii) the Requisite Company Shareholder Approval, (iii) the approval of the Bank Merger and the Plan of Bank Merger by CompanyBuyer, the as sole shareholder of Company Bank and the filing of the Bank Merger Certificates; Buyer Bank, (iviii) the filing and effectiveness of the Registration Statement with the SEC, ; (viv) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger (the “Buyer Share Issuance”) and (viv) the filing of the Articles of Merger with the Secretary of the Commonwealth of Massachusetts. Each consent, approval, receipt, or waiver by the FRB, the FDIC and the Massachusetts Commissioner of Banks as referred to in clause (i) is a “Regulatory Approval.” To Company’s Knowledge as As of the date of this Agreement, there Buyer is no fact or circumstance relating to Company that would reasonably be expected to result in not aware of any of reason why the approvals set forth aboveabove and referred to in Section 6.01(b) will not be received in a timely manner or will include a Burdensome Condition as defined in Section 5.06. (b) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the immediately preceding paragraph and the expiration of the related waiting periods, the execution, delivery, and performance of this Agreement by Company Buyer and Company Buyer Bank, as applicable, and the consummation of the transactions contemplated by this Agreement do not and will not (i) constitute a breach or violation of, or a default under, the Articles articles of Organization organization or Bylaws bylaws (or similar governing documents) of Company Buyer or any of its Subsidiaries or Affiliates, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or Privacy Obligation applicable to Company Buyer or any of its Subsidiaries, or any of their respective 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 respective properties or assets of Company Buyer or any of its Subsidiaries or Affiliates 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 Company Buyer or any of its Subsidiaries or Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to Company.

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 Buyer or any of its Subsidiaries or affiliates in connection with the execution, delivery, delivery or performance by Company Buyer of this Agreement Agreement, or to consummate the transactions contemplated transactions (including the Bank Merger)hereby, except for (i) as applicable, filings of, of applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, the FRB the Massachusetts Division of Banks and the Massachusetts Commissioner Board of BanksBank Incorporation, and (ii) the Requisite Company Shareholder Approval, (iii) the approval of the Bank Merger and the Plan of Bank Merger by Company, the sole shareholder of Company Bank and the filing of the Bank Merger Certificates; (iv) the filing and effectiveness of the Registration Statement with the SEC, (v) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger (the “Buyer Share Issuance”) and (vi) the filing of the Articles of Merger with the Secretary of the Commonwealth of Massachusetts. Each consent, approval, receipt, or waiver by the FRB, the FDIC and the Massachusetts Commissioner of Banks as referred to in clause (i) is a “Regulatory Approval.” To Company’s Knowledge as As of the date hereof, Buyer is not aware of this Agreement, there is no fact or circumstance relating to Company that would reasonably be expected to result in any of reason why the approvals set forth aboveabove will not be received in a timely manner. (b) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the immediately preceding paragraph and the expiration of the related waiting periods, the execution, delivery, delivery and performance of this Agreement by Company and Company Bank, as applicableBuyer, and the consummation of the transactions contemplated by this Agreement hereby do not and will not (i) constitute a breach or violation of, or a default under, the Articles of Organization charter or Bylaws bylaws (or similar governing documents) of Company Buyer or any of its Subsidiaries or Affiliatesaffiliates, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or Privacy Obligation applicable to Company Buyer or any of its Subsidiaries, or any of their respective 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 respective properties or assets of Company Buyer or any of its Subsidiaries or Affiliates affiliates under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Company Buyer or any of its Subsidiaries or Affiliates affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to Company.

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 ▇▇▇▇▇▇▇▇▇▇▇ in connection with the execution, delivery, delivery or performance by Company the Westborough parties of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Transactions and the other transactions contemplated transactions (including the Bank Merger)hereby and thereby, except for (iA) as applicable, filings of, of applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRBFederal Reserve Board, the FDIC, the Massachusetts Bank Commissioner, the Depositors Insurance Fund of Massachusetts, the Massachusetts Board and the Massachusetts Commissioner of BanksMHPF, as required, (iiB) filings with the Requisite Company Shareholder Approval, (iii) SEC and state securities authorities in connection with the solicitation of proxies from Westborough Financial's shareholders for approval of the Bank Merger and the Plan of Bank Merger by Company, the sole shareholder of Company Bank and the filing of the Bank Merger Certificates; (iv) the filing and effectiveness of the Registration Statement with the SECMid-Tier Merger, (v) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger (the “Buyer Share Issuance”) and (viC) the filing of the Articles of Merger with the Secretary of the State of The Commonwealth of Massachusetts. Each consentMassachusetts pursuant to the MBCA, approval(D) the approval of this Agreement by the holders of two-thirds of the outstanding shares of Westborough Financial Common Stock, receiptand (E) such corporate approvals and such consents or approvals of, or waiver by waivers by, or filings or registrations with, certain of the FRB, foregoing federal and state banking agencies in connection with the FDIC MHC Merger and the Massachusetts Commissioner of Banks as referred to in clause (i) is a “Regulatory Approval.” To Company’s Knowledge as Bank Merger. As of the date of this Agreement, there Westborough is no fact or circumstance relating to Company that would reasonably be expected to result in not aware of any of reason why the approvals set forth aboveabove and referred to in Section 8.1(c) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 8.1(c), or that the requisite approval of Westborough Financial's shareholders will not be obtained. (b) Subject to receipt, or the making, receipt of the consents, approvals, waivers and filings approvals referred to in the immediately preceding paragraph Section 5.6(a), and the expiration of the related waiting periods, the execution, delivery, delivery and performance of this Agreement by Company and Company Bankthe Bank Merger Agreement, as applicable, by the Westborough parties, and the consummation of the Transactions and the other transactions contemplated by this Agreement hereby and thereby do not and will not (iA) constitute a breach or violation of, or a default under (or, with notice or lapse of time, or both, would constitute a default under), or give rise to any Lien, any acceleration of remedies or performance or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture, note, bond, mortgage, deed of trust, lease or instrument of Westborough, or to which Westborough or any of its properties or assets is subject, affected or bound (whether as issuer, guarantor, obligor or otherwise), (B) constitute a breach or violation of, or a default under, the Articles of Organization corporate charter or Bylaws bylaws (or similar governing documents) of Company Westborough, or (C) require any of its Subsidiaries consent or Affiliates, (ii) violate approval under any statute, code, ordinancesuch law, rule, regulation, judgment, decree, order, writgovernmental permit or license, decree or injunction or Privacy Obligation applicable to Company or any of its Subsidiariesagreement, or any of their respective properties or assets or (iii) violateindenture, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Company or any of its Subsidiaries or Affiliates under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement lease or other instrument or obligation to which Company or any of its Subsidiaries or Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to Companyinstrument.

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 the Company or Company Sub in connection with the execution, delivery, delivery or performance by the Company and Company Sub of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the contemplated transactions (including the Bank Merger)Transactions, except for (iA) as applicable, filings of, of applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements withFederal Reserve Board, the FRBOCC, the FDIC, the Maine Superintendent, the Massachusetts Board, the Massachusetts Bank Commissioner, the DIF and the Massachusetts Commissioner of BanksMHPF, (ii) the Requisite Company Shareholder Approval, (iiiB) the approval of this Agreement by the Bank Merger and holders of the Plan of Bank Merger by Company, the sole shareholder outstanding shares of Company Bank Common Stock and the filing of the Bank Merger Certificates; (ivC) the filing and effectiveness of the Registration Statement with the SEC, (v) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”as set forth in Section 5.01(f)(i) of the Buyer Common Stock to be issued in the Merger (the “Buyer Share Issuance”) and (vi) the filing of the Articles of Merger with the Secretary of the Commonwealth of MassachusettsCompany Disclosure Schedule. Each consent, approval, receipt, or waiver by the FRB, the FDIC and the Massachusetts Commissioner of Banks as referred to in clause (i) is a “Regulatory Approval.” To Company’s Knowledge as As of the date hereof, the Company is not aware of this Agreement, there is no fact or circumstance relating to Company that would reasonably be expected to result in any of reason why the approvals set forth aboveabove and referred to in Section 7.01(b) will not be received in a timely manner. (bii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the immediately preceding paragraph paragraph, and the expiration of the related waiting periods, the execution, delivery, delivery and performance of this Agreement and the Bank Merger Agreement by the Company and Company BankSub, as applicable, and the consummation of the transactions contemplated by this Agreement Transactions do not and will not (iA) constitute a breach or violation of, or a default under, the Articles articles of Organization incorporation or Bylaws bylaws (or similar governing documents) of the Company or any of its Subsidiaries or AffiliatesSubsidiaries, (iiB) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or Privacy Obligation applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets or (iiiC) except as set forth in Section 5.01(f)(ii) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries or Affiliates under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries or Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to Company.

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 Buyer or any of its Subsidiaries or Affiliates in connection with the execution, delivery, or performance by Company Buyer of this Agreement Agreement, or to consummate the transactions contemplated transactions by this Agreement (including the Bank Merger), except for (i) as applicable, filings of, applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, and the Massachusetts Housing Partnership Fund, the Massachusetts Commissioner of Banks, ; (ii) the Requisite Company Buyer Shareholder Approval, ; (iii) the approval of the Bank Merger and the Plan of Bank Merger by CompanyBuyer, the as sole shareholder of Company Bank and the filing of the Bank Merger Certificates; Buyer Bank, (iv) the filing and effectiveness of the Registration Statement with the SEC, ; (v) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger (the “Buyer Share Issuance”) and (vi) the filing of the Articles of Merger with the Secretary of the Commonwealth of Massachusetts. Each consent, approval, receipt, or waiver by the FRB, the FDIC Massachusetts and the Massachusetts Commissioner Maryland Department of Banks as referred to in clause (i) is a “Regulatory Approval.” Assessments and Taxation. To CompanyBuyer’s Knowledge as of the date of this Agreement, there is no fact or circumstance relating to Company Buyer that would could reasonably be expected to result in any of the approvals set forth aboveabove and referred to in Section 6.01(b) not being received in order to permit consummation of the Merger and Bank Merger on a timely basis or will include a Burdensome Condition as defined in Section 5.06(a). (b) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the immediately preceding paragraph and the expiration of the related waiting periods, the execution, delivery, and performance of this Agreement by Company Buyer and Company Buyer Bank, as applicable, and the consummation of the transactions contemplated by this Agreement do not and will not (i) constitute a breach or violation of, or a default under, the Articles articles of Organization organization or Bylaws bylaws (or similar governing documents) of Company Buyer or any of its Subsidiaries or Affiliates, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or Privacy Obligation applicable to Company Buyer or any of its Subsidiaries, or any of their respective 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 respective properties or assets of Company Buyer or any of its Subsidiaries or Affiliates 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 Company Buyer or any of its Subsidiaries or Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to CompanyBuyer.

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 Parent or any of its Subsidiaries in connection with the execution, delivery, delivery or performance by Company Parent and the Parent Bank of this Agreement, the Bank Merger Agreement and the Stock Option Agreement, as applicable, or to consummate the Transactions and the other transactions contemplated transactions (including the Bank Merger)hereby and thereby, except for (iA) as applicable, filings of, of applications or notices with, with and consents, approvals or waivers by, or by the making of satisfactory arrangements withFederal Reserve Board, the FRBOCC, the FDICMassachusetts Bank Commissioner, the Depositors Insurance Fund, the Maine Superintendent, the Massachusetts Board and the Massachusetts Commissioner of BanksMHPF, as required, (iiB) filings with the Requisite Company Shareholder ApprovalSEC and state securities authorities in connection with the issuance of Parent Common Stock in the Merger, (iii) the approval of the Bank Merger and the Plan of Bank Merger by Company, the sole shareholder of Company Bank and the filing of the Bank Merger Certificates; (iv) the filing and effectiveness of the Registration Statement with the SEC, (vC) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Parent Common Stock to be issued in the Merger Merger, (the “Buyer Share Issuance”) and (viD) the filing of the Articles of Merger with the Secretary of State of the State of Maine pursuant to the MBCA and the Secretary of State of the Commonwealth of Massachusetts. Each consent, approval, receiptMassachusetts pursuant to the MBCL and (E) such corporate approvals and such consents or approvals of, or waiver by waivers by, or filings or registrations with, certain of the FRB, foregoing federal and state banking agencies in connection with the FDIC and the Massachusetts Commissioner of Banks as referred to in clause (i) is a “Regulatory Approval.” To Company’s Knowledge as Bank Merger. As of the date hereof, Parent is not aware of this Agreement, there is no fact or circumstance relating to Company that would reasonably be expected to result in any of reason why the approvals set forth aboveabove and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (bii) Subject to receipt, or the making, of the consents, approvals, waivers approvals and filings referred to in the immediately preceding paragraph and the expiration of the related waiting periods, the execution, delivery, delivery and performance of this Agreement, the Bank Merger Agreement and the Stock Option Agreement by Company Parent and Company the Parent Bank, as applicable, and the consummation of the Transactions and the other transactions contemplated by this Agreement hereby and thereby do not and will not (iA) 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, rule or regulation or any judgment, decree, order, governmental permit or license, or Agreement, indenture or instrument of Parent or of any of its Subsidiaries or to which Parent or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Articles articles of Organization incorporation or Bylaws bylaws (or similar governing documents) of Company Parent or any of its Subsidiaries or Affiliates, (iiC) violate require any statute, code, ordinanceconsent or approval under any such law, rule, regulation, judgment, decree, order, writ, decree governmental permit or injunction or Privacy Obligation applicable to Company or any of its Subsidiaries, or any of their respective 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 respective properties or assets of Company or any of its Subsidiaries or Affiliates under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, deed of trust, license, leaseagreement, contract, agreement indenture or other instrument or obligation to which Company or any of its Subsidiaries or Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to Companyinstrument.

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 in connection with the execution, delivery, or performance by Company of this Agreement or to consummate the contemplated transactions (including the Bank Merger), except for (i) as applicable, filings of, applications or notices with, and consents, approvals or waivers by, or the making of satisfactory arrangements with, the FRB, the FDIC, and the Massachusetts Commissioner of Banks, (ii) the Requisite Company Shareholder Approval, (iii) the approval of the Bank Merger and the Plan of Bank Merger by Company, the sole shareholder of Company Bank and the filing of the Bank Merger Certificates; Certificates; (iv) the filing and effectiveness of the Registration Statement with the SEC, (v) the approval of the listing on The Nasdaq Global Select Market (“Nasdaq”) of the Buyer Common Stock to be issued in the Merger (the “Buyer Share Issuance”) and (vi) the filing of the Articles of Merger with the Secretary of the Commonwealth of Massachusetts. Each consent, approval, receipt, or waiver by the FRB, the FDIC and the Massachusetts Commissioner of Banks as referred to in clause (i) is a “Regulatory Approval.” To Company’s Knowledge as of the date of this Agreement, there is no fact or circumstance relating to Company that would reasonably be expected to result in any of the approvals set forth aboveabove and referred to in Section 6.01(b) not being received in order to permit consummation of the Merger and Bank Merger on a timely basis. (b) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the immediately preceding paragraph and the expiration of the related waiting periods, the execution, delivery, and performance of this Agreement by Company and Company Bank, as applicable, and the consummation of the transactions contemplated by this Agreement do not and will not (i) constitute a breach or violation of, or a default under, the Articles of Organization or Bylaws (or similar governing documents) of Company or any of its Subsidiaries or Affiliates, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or Privacy Obligation applicable to Company or any of its Subsidiaries, or any of their respective 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 respective properties or assets of Company or any of its Subsidiaries or Affiliates 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 Company or any of its Subsidiaries or Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to Company.