Common use of Standard Clause in Contracts

Standard. No representation or warranty of NYB contained in this Article V shall be deemed untrue or incorrect, and NYB shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 (other than the last sentence of Section 5.2.1, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained.

Standard. No representation or warranty of NYB Fidelity and Fidelity Bank contained in this Article V III shall be deemed untrue or incorrect, and NYB Fidelity and Fidelity Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIII, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.23.02(a), 5.3 (other than 3.02(b), 3.03(a), 3.03(b), 3.04 and 3.09, nor shall it apply to the last sentence of Section 5.2.1representations and warranties contained in 3.12, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB Northfield Bancorp or Northfield Bank contained in this Article V shall be deemed untrue or incorrect, and NYB neither Northfield Bancorp nor Northfield Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 (other than the last sentence of Section 5.2.1, and 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on respects, and to the qualifications representations and standards therein contained.warranties contained in Section 5.8, which shall be deemed untrue, incorrect and breached if they are not true and correct in all respects,

Standard. No representation or warranty of NYB FNFG contained in this Article V shall be deemed untrue or incorrect, and NYB FNFG shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 5.2 (other than the last sentence of Section 5.2.1Sections 5.2.1 and 5.2.2), 5.3, and 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained.

Standard. No representation or warranty of NYB MNB and Merchants Bank contained in this Article V II shall be deemed untrue or incorrect, and NYB MNB and Merchants Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VII, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.22.02(a), 5.3 (other than 2.02(b), 2.03(a), 2.03(b), 2.04 and 2.09 nor shall it apply to the last sentence of Section 5.2.1representations and warranties contained in 2.14, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB LNB Bancorp contained in this Article V IV shall be deemed untrue or incorrect, and NYB LNB Bancorp shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.24.2, 5.3 (other than the last sentence of Section 5.2.14.3, 5.44.4, 5.5 4.8, 4.13.8, 4.13.9, 4.13.10 and 5.8 4.13.12, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB BHB contained in this Article V shall be deemed untrue or incorrect, and NYB BHB shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article V, has had or is reasonably could be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 5.2 (other than the last sentence of Section 5.2.1Sections 5.2.1 and 5.2.2), 5.3 or 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB Beacon Federal contained in this Article V IV shall be deemed untrue or incorrect, and NYB Beacon Federal shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article VIV, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 4.2 (other than Sections 4.2.3, 4.2.4 and 4.2.5 and the last sentence of Section 5.2.1Sections 4.2.1 and 4.2.2) and 4.3, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB MainSource contained in this Article V shall be deemed untrue or incorrect, and NYB MainSource shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 (other than the last sentence of Section 5.2.15.3, 5.45.4 and 5.19, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on respects, and to the qualifications representations and standards therein containedwarranties contained in Section 5.8, which shall be deemed untrue, incorrect and breached if they are not true and correct in all respects.

Standard. No representation or warranty of NYB Northwest Bancshares contained in this Article V shall be deemed untrue or incorrect, and NYB Northwest Bancshares shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 (other than the last sentence of Section 5.2.15.3, 5.4, 5.5 5.8 and 5.8 5.19, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB Colonial Financial contained in this Article V IV shall be deemed untrue or incorrect, and NYB Colonial Financial shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.24.2, 5.3 (other than the last sentence of Section 5.2.14.3, 5.44.4, 5.5 4.13.5, 4.13.8, 4.13.9, 4.13.10 and 5.8 4.13.12, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB ACNB and ACNB Bank contained in this Article V III shall be deemed untrue or incorrect, and NYB ACNB and ACNB Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIII, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.23.02(a), 5.3 (other than 3.02(b), 3.03(a), 3.03(b), 3.04 and 3.09, nor shall it apply to the last sentence of Section 5.2.1representations and warranties contained in 3.12, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB Investors contained in this Article V shall be deemed untrue or incorrect, and NYB Investors shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 5.2 (other than the last sentence of Section 5.2.1Sections 5.2.1 and 5.2.2, 5.2.4 and 5.2.5), 5.3, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained.

Standard. No representation or warranty of NYB Synergy contained in this Article V IV shall be deemed untrue or incorrect, and NYB Synergy shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 4.2 (other than the last sentence of Section 5.2.14.2.1 and the second sentence of Section 4.2.6), 5.44.3, 5.5 4.4, 4.5, 4.8, 4.9.1, 4.13.5, 4.13.8, 4.13.9, the second sentence of 4.13.10, 4.20 and 5.8 4.23 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained.

Standard. No representation or warranty of NYB FC Bancorp and FC Bank contained in this Article V II shall be deemed untrue or incorrect, and NYB FC Bancorp and FC Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VII, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.22.02(a), 5.3 (other than 2.02(b), 2.03(a), 2.03(b), 2.04 and 2.09 nor shall it apply to the last sentence of Section 5.2.1representations and warranties contained in 2.14, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB MFI contained in this Article V IV shall be deemed untrue or incorrect, and NYB MFI shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “"material”", “"materially”", “"in all material respects”", “"Material Adverse Effect” " or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 4.2 (other than the last sentence of Section 5.2.1Sections 4.2.1 and 4.2.2), 5.44.4, 5.5 4.13.4, 4.13.6, and 5.8 4.13.9, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB FB Bancorp or First Business Bank contained in this Article V shall be deemed untrue or incorrect, and NYB FB Bancorp and First Business Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 5.2 (other than the last sentence sentences of Section Sections 5.2.1, 5.2.2, 5.2.3 and 5.2.4), 5.3, 5.4, 5.5 5.5, 5.6, 5.9, 5.11 and 5.8 5.12, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB CBT contained in this Article V IV shall be deemed untrue or incorrect, and NYB CBT shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article VIV, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 Section 4.2 (other than Sections 4.2.3 and 4.2.4 and the last sentence of Section 5.2.14.2.1), 5.4, 5.5 Sections 4.3 and 5.8 which 4.4 (other than Section 4.4.2(iii)) shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB Hanmi contained in this Article V shall be deemed untrue or incorrect, and NYB Hanmi shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article V, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 5.2 (other than Sections 5.2.3, 5.2.4 and 5.2.5 and the last sentence of Section 5.2.1each of Sections 5.2.1 and 5.2.2), 5.45.4.1, 5.5 5.4.2(i) and 5.8 (ii), and 5.14 and 5.17, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications respects, and standards therein containedin Section 5.3, which shall be true in all respects.

Standard. No representation or warranty of NYB PFS contained in this Article V shall be deemed untrue or incorrect, and NYB PFS shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 (other than the last sentence of Section 5.2.1, and 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB Citizens contained in this Article V shall be deemed untrue or incorrect, and NYB Citizens shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article V, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 5.2 (other than the last sentence second and third sentences of Section 5.2.15.2.3, 5.4Section 5.2.4, 5.5 Section 5.2.5, and 5.8 the first and second sentences of Sections 5.2.1 and 5.2.2) and 5.3, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB BSFI contained in this Article V IV shall be deemed untrue or incorrect, and NYB BSFI shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article VIV, has had or is reasonably could be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 4.2 (other than the last sentence of Section 5.2.1Sections 4.2.1 and 4.2.2), 5.44.3, 5.5 4.4, 4.5, 4.6, 4.7, 4.8, 4.9. 4.10. 4.11, 4.13, 4.15, 4.16, 4.27 and 5.8 4.28, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB BOP contained in this Article V IV shall be deemed untrue or incorrect, and NYB BOP shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.24.2.1 4.3.1, 5.3 (other than 4.4 and 4.8, nor shall it apply to the last sentence of Section 5.2.1representations and warranties contained Sections 4.3.2, 5.44.13.5, 5.5 4.13.8, 4.13.9, 4.13.10 and 5.8 4.13.12, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB MutualFirst Financial contained in this Article V shall IV will be deemed untrue or incorrect, and NYB shall MutualFirst Financial will not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.24.2, 5.3 (other than the last sentence of Section 5.2.14.3, 5.44.4, 5.5 4.8, 4.13.8 and 5.8 4.13.9, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB FMBT contained in this Article V IV shall be deemed untrue or incorrect, and NYB FMBT shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.24.2 4.3, 5.3 (other than the last sentence of Section 5.2.14.4, 5.44.13.6, 5.5 4.13.9, 4.13.10, 4.13.11 and 5.8 4.13.13, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB OFC contained in this Article V shall be deemed untrue or incorrect, and NYB OFC shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 5.2 (other than the last sentence of Section 5.2.1Sections 5.2.1 and 5.2.2), 5.45.3, 5.5 5.4 and 5.8 5.8, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB MidCoast contained in this Article V IV shall be deemed untrue or incorrect, and NYB MidCoast shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article VIV, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” or “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2Section 4.2, 5.3 (other than the last sentence of Section 5.2.1, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications respects, and standards therein containedSections 4.3.1 and 4.3.2, which shall be true and correct in all respects.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB FNB contained in this Article V IV shall be deemed untrue or incorrect, and NYB FNB shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article VIV, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 4.2 (other than Sections 4.2.3, 4.2.4 and the last sentence first and second sentences of Section 5.2.14.2.1) and 4.3, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB BSFI contained in this Article V IV shall be deemed untrue or incorrect, and NYB BSFI shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article VIV, has had or is reasonably could be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 4.2 (other than the last sentence of Section 5.2.1Sections 4.2.1 and 4.2.2), 5.44.3, 5.5 4.4, 4.5, 4.6, 4.7, 4.8, 4.9. 4.10. 4.11, 4.13, 4.15, 4.16, 4.27 and 5.8 4.28, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB NBT contained in this Article V shall be deemed untrue or incorrect, and NYB NBT shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 5.2 (other than the last sentence of Section 5.2.1Sections 5.2.1 and 5.2.2), 5.3 and 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB MutualFirst Financial contained in this Article V shall IV will be deemed untrue or incorrect, and NYB shall MutualFirst Financial will not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.24.2, 5.3 (other than the last sentence of Section 5.2.14.3, 5.44.4, 5.5 4.8, 4.13.8 and 5.8 4.13.9, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects. 4.

Standard. No representation or warranty of NYB contained in this Article V shall be deemed untrue or incorrect, and NYB shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 (other than the last sentence of Section 5.2.15.2.1 and Section 5.3.1), and 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained.

Standard. No representation or warranty of NYB Guaranty Financial contained in this Article V IV shall be deemed untrue or incorrect, and NYB Guaranty Financial shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 4.2 (other than the last sentence of Section 5.2.1Sections 4.2.1 and 4.2.2), 5.4and Sections 4.2.4, 5.5 4.2.5, 4.3, 4.4, 4.13.5, 4.13.8, 4.13.10 and 5.8 4.13.11, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained.

Standard. No representation or warranty of NYB Hamptons contained in this Article V IV shall be deemed untrue or incorrect, and NYB Hamptons shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 4.2 (other than the last sentence of Section 5.2.14.2.2), 5.4and Sections 4.3, 5.5 4.4, 4.13.5, 4.13.8, 4.13.9, and 5.8 4.13.11, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained. Provided further, that any breach of a representation that results in an undisclosed payment, expense accrual or cost in excess of $200,000 (either individually or in the aggregate), shall be considered as having a Material Adverse Effect.

Standard. No representation or warranty of NYB ACNB and ACNB Bank contained in this Article V III shall be deemed untrue or incorrect, and NYB ACNB and ACNB Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIII, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.23.02(a), 5.3 (other than 3.02(b), 3.02(c), 3.03(a), 3.03(b), 3.04 and 3.09, nor shall it apply to the last sentence of Section 5.2.1representations and warranties contained in 3.12, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB the Company and ▇▇▇▇▇ Bank contained in this Article V II shall be deemed untrue or incorrect, and NYB the Company and ▇▇▇▇▇ Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VII, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.22.02(a), 5.3 (other than 2.02(b), 2.02(c), 2.03(a), 2.03(b), 2.04 and 2.09 nor shall it apply to the last sentence of representations and warranties contained in Section 5.2.12.14, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB Northwest Bancshares contained in this Article V shall will be deemed untrue or incorrect, and NYB shall Northwest Bancshares will not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 (other than the last sentence of Section 5.2.15.3, 5.4, 5.5 5.8 and 5.8 5.17, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB NW Bancorp and NWS Bank contained in this Article V II shall be deemed untrue or incorrect, and NYB NW Bancorp and NWS Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VII, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.22.02(a), 5.3 (other than 2.02(b), 2.03(a), 2.03(b), 2.04 and 2.09 nor shall it apply to the last sentence of Section 5.2.1representations and warranties contained in 2.14, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB TCB contained in this Article V IV shall be deemed untrue or incorrect, and NYB TCB shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.24.2 4.3, 5.3 (other than the last sentence of Section 5.2.14.4, 5.44.13.5, 5.5 4.13.8, 4.13.9, 4.13.10 and 5.8 4.13.12, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB First West Virginia contained in this Article V IV shall be deemed untrue or incorrect, and NYB First West Virginia shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article VIV, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 4.2 (other than Sections 4.2.3, 4.2.4, 4.2.5 and the last sentence of Section 5.2.1each of Sections 4.2.1 and 4.2.2), 5.4or 4.4.1, 5.5 4.4.2(i) and 5.8 (ii), 4.14, 4.19 and 4.21, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications respects, and standards therein containedin Section 4.3, which shall be true in all respects.

Standard. No representation or warranty of NYB Traditions and Traditions Bank contained in this Article V II shall be deemed untrue or incorrect, and NYB Traditions and Traditions Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VII, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.22.02(a), 5.3 (other than 2.02(b), 2.02(c), 2.03(a), 2.03(b), 2.04 and 2.09 nor shall it apply to the last sentence of representations and warranties contained in Section 5.2.12.14, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB SWNB contained in this Article V IV shall be deemed untrue or incorrect, and NYB SWNB shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article VIV, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 4.2 (other than Sections 4.2.3, 4.2.4, 4.2.5 and the last sentence of Section 5.2.1each of Sections 4.2.1 and 4.2.2), 5.4or 4.4.1, 5.5 4.4.2(i) and 5.8 (ii), 4.14, 4.18(i), 4.19 and 4.28 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications respects, and standards therein containedin Section 4.3, which shall be true in all respects.

Standard. No representation or warranty of NYB PFS or Provident Bank contained in this Article V shall be deemed untrue or incorrect, and NYB neither PFS nor Provident Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 (other than the last sentence of Section 5.2.1, and 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB Allegiance Bank contained in this Article V IV shall be deemed untrue or incorrect, and NYB Allegiance Bank shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.24.2, 5.3 (other than the last sentence of Section 5.2.14.3, 5.44.4, 5.5 4.6.2, 4.13.5, 4.13.8, 4.13.9, 4.13.11,4.15 and 5.8 4.29, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB CB contained in this Article V shall be deemed untrue or incorrect, and NYB CB shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article V, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 5.2 (other than Sections 5.2.3, 5.2.4 and 5.2.5 and the last sentence of Section 5.2.1each of Sections 5.2.1 and 5.2.2) and 5.3, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB Brookline Bancorp contained in this Article V shall be deemed untrue or incorrect, and NYB Brookline Bancorp shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “"material”", “"materially”", “"in all material respects”", “"Material Adverse Effect” " or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 5.2 (other than the last sentence of Section 5.2.1Sections 5.2.1 and 5.2.2), 5.3 and 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB PennFed contained in this Article V IV shall be deemed untrue or incorrect, and NYB PennFed shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 4.2 (other than the last sentence of Section 5.2.14.2.1 and the second sentence of Section 4.2.6), 5.44.3, 5.5 4.4, 4.5, 4.8, 4.9.1, 4.13.5, 4.13.8, 4.13.9, 4.13.10, 4.20 and 5.8 4.23 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB Riverside contained in this Article V IV shall be deemed untrue or incorrect, and NYB Riverside shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article VIV, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 Section 4.2 (other than Sections 4.2.3 and 4.2.4 and the last sentence of Section 5.2.14.2.1), 5.4, 5.5 Sections 4.3 and 5.8 which 4.4 (other than Section 4.4.2(iii)) shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB CAB contained in this Article V IV shall be deemed untrue or incorrect, and NYB CAB shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.24.2 4.3, 5.3 (other than the last sentence of Section 5.2.14.4, 5.44.13.5, 5.5 4.13.8, 4.13.9, 4.13.10 and 5.8 4.13.12, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB P▇▇▇▇ Bankshares contained in this Article V shall be deemed untrue or incorrect, and NYB P▇▇▇▇ Bankshares shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article V, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 5.2 (other than Sections 5.2.3, 5.2.4 and 5.2.5 and the last sentence of Section Sections 5.2.1) and 5.3, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB CNB contained in this Article V IV shall be deemed untrue or incorrect, and NYB CNB shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article VIV, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 4.2 (other than the last sentence of Section 5.2.1Sections 4.2.1 and 4.2.2), 5.44.3, 5.5 4.4, 4.8, 4.13.6, 4.13.7, 4.13.8, 4.13.9 and 5.8 4.28, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB Bridge contained in this Article V shall be deemed untrue or incorrect, and NYB Bridge shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, “materially”, “in all material respects”, “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 5.2 (other than the last sentence of Section 5.2.1Sections 5.2.1 and 5.2.2), 5.3, and 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein contained.

Standard. No Except as set forth in the following sentence, no representation or warranty of NYB FedFirst contained in this Article V IV shall be deemed untrue or incorrect, and NYB FedFirst shall not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of this Article VIV, has had or is reasonably would be expected to have a Material Adverse Effect, disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 4.2 (other than Sections 4.2.3, 4.2.4, 4.2.5 and the last sentence of Section 5.2.1each of Sections 4.2.1 and 4.2.2) and 4.3, 5.4, 5.5 and 5.8 which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects.

Standard. No representation or warranty of NYB Northwest Bancshares contained in this Article V shall will be deemed untrue or incorrect, and NYB shall Northwest Bancshares will not be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any paragraph of Article V, has had or is reasonably expected to have a Material Adverse Effect, ; disregarding for these purposes (x) any qualification or exception for, or reference to, materiality in any such representation or warranty and (y) any use of the terms “material”, ,” “materially”, ,” “in all material respects”, ,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty. The ; provided, however, that the foregoing standard shall not apply to representations and warranties contained in Sections 5.2, 5.3 (other than the last sentence of Section 5.2.15.3, 5.4, 5.5 5.8 and 5.8 5.17, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects based on the qualifications and standards therein containedrespects. 5.