Common use of Taking of Necessary Action Clause in Contracts

Taking of Necessary Action. (a) Niagara Bancorp and CNYF shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF nor any CNYF Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara Bancorp, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Niagara Bancorp or CNYF from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Alliance Bancorp and CNYF SWB shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF SWB nor any CNYF SWB Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara Alliance Bancorp, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger pursuant to this AgreementAgreement and the Plan of Merger; provided that nothing herein contained shall preclude Niagara Alliance Bancorp or CNYF SWB from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp Cheviot Financial and CNYF First Franklin shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) in the case of First Franklin, obtain any necessary stockholder approval to complete the Merger, (ii) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, (iii) in the case of First Franklin, take all action necessary to comply with or satisfy the conditions of any Regulatory Agreement to which First Franklin or Franklin Savings is subject, and (iiiv) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger Mergers and the other transactions contemplated by this Agreement, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity Person whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF First Franklin nor any CNYF Subsidiary Franklin Savings shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara BancorpCheviot Financial, and (B) requesting the delivery of appropriate opinionsappropriate, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Niagara Bancorp Cheviot Financial or CNYF First Franklin from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp Sovereign and CNYF First Essex shall each use its best commercially reasonable efforts in good faith, and each of them shall cause its Subsidiaries to use their best commercially reasonable efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best commercially reasonable efforts so as to permit completion of the Merger and the Bank Merger, as soon as practicable after the date hereof, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF First Essex nor any CNYF First Essex Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara BancorpSovereign, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this AgreementAgreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Niagara Bancorp Sovereign or CNYF First Essex or from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp PSB and CNYF JADE shall each use its best efforts in good faith, and PSB and JADE shall each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF JADE nor any CNYF Subsidiary PSB or its Subsidiaries shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara Bancorpthe other party, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Niagara Bancorp PSB or CNYF JADE from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Sound Federal Bancorp and CNYF PFC shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and the transactions contemplated by this Agreement, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF PFC nor any CNYF PFC Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara Sound Federal Bancorp, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Niagara Sound Federal Bancorp or CNYF PFC from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp Sovereign and CNYF Bankers shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and the Bank Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF Bankers nor any CNYF Bankers Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara BancorpSovereign, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this AgreementAgreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Niagara Bancorp Sovereign or CNYF Bankers or from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp First Jermyn and CNYF Upper Valley shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and the Bank Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF Upper Valley nor any CNYF Upper Valley Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara BancorpFirst Jermyn, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this AgreementAgreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Niagara Bancorp First Jermyn or CNYF Upper Valley from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp and CNYF IROQ shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF IROQ nor any CNYF IROQ Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara Bancorp, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Niagara Bancorp or CNYF IROQ from exercising its rights under this Agreement or the Stock Option Agreement.

Taking of Necessary Action. (a) Niagara Pocahontas Bancorp and CNYF NARK shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 and Section 5.04 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Company Merger and the Bank Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF NARK nor any CNYF NARK Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara Pocahontas Bancorp, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Company Merger and the Bank Merger pursuant to this AgreementAgreement and the Plan of Merger; provided that nothing herein contained shall preclude Niagara Pocahontas Bancorp or CNYF NARK from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp Kearny and CNYF WEST ESSEX shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, faith to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and the transactions contemplated by this Agreement, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any material change in terms), provided that neither CNYF nor any CNYF Subsidiary WEST ESSEX shall not agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara BancorpKearny, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Bank Merger, the Corporate Merger, the MHC Merger and the Mid-Tier Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Niagara Bancorp Kearny or CNYF WEST ESSEX from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp Bradford, Parent and CNYF Wyman Park shall each use its best efforts xxx xxxx xfforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger Mergers and the transactions contemplated by this Agreement, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF Parent nor any CNYF Parent Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara BancorpBradford, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger Mergers pursuant to this Agreement; provided that nothing herein contained shall preclude Niagara Bancorp or CNYF from exercising , except for the exercise of its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp Sovereign and CNYF Main Street -------------------------- shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their reasonable best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and the Bank Merger, as soon as practicable after the date hereof, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF Main Street nor any CNYF Main Street Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara BancorpSovereign, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this AgreementAgreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Niagara Bancorp Sovereign or CNYF Main Street or from exercising its rights under this Agreement or the Stock Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp Sovereign and CNYF First Home shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their reasonable best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and the Bank Merger, as soon as practicable after the date hereof, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF First Home nor any CNYF First Home Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara BancorpSovereign, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this AgreementAgreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Niagara Bancorp Sovereign or CNYF First Home or from exercising its rights under this Agreement or the Stock Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp TFC and CNYF SHB shall each use its best efforts in good faithcommercially reasonable efforts, and each of them shall cause its Subsidiaries to use their best efforts in good faithcommercially reasonable efforts, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 4.4 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion consummation of the Merger and the Bank Merger at the earliest possible date, including, without limitation, (A1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms)hereby, provided that neither CNYF SHB nor any CNYF SHB Subsidiary shall agree to make any payments or modifications modification to agreements in connection therewith without the prior written consent of Niagara Bancorp, TFC and (B2) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this AgreementAgreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Niagara Bancorp TFC or CNYF SHB from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp Sovereign and CNYF Carnegie shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and the Bank Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF Carnegie nor any CNYF Carnegie Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara BancorpSovereign, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this AgreementAgreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Niagara Bancorp Sovereign or CNYF Carnegie or from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp Oneida Financial and CNYF VBC shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) obtain any necessary stockholder approval of their respective stockholders to complete the Merger, (ii) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (iiiii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF VBC nor any CNYF VBC Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara BancorpOneida Financial, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the transactions contemplated hereby pursuant to this AgreementAgreement and the related agreements; provided that nothing herein contained shall preclude Niagara Bancorp Oneida Financial or CNYF VBC from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp Granite State and CNYF Primary Bank shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF Primary Bank nor any CNYF Primary Bank Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara BancorpGranite State, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger pursuant to this AgreementAgreement and the Plan of Merger; provided that nothing herein contained shall preclude Niagara Bancorp Granite State or CNYF Primary Bank from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp Sovereign and CNYF Waypoint shall each use its best commercially reasonable efforts in good faith, and each of them shall cause its Subsidiaries to use their best commercially reasonable efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best commercially reasonable efforts so as to permit completion of the Merger and the Bank Merger, as soon as reasonably practicable after the date hereof, including, without limitation, (Aa) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF Waypoint nor any CNYF Waypoint Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara Bancorp, Sovereign and (Bb) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this AgreementAgreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Niagara Bancorp Sovereign or CNYF Waypoint or from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp Northwest MHC, Northwest Bancorp, Northwest Savings Bank, Equinox Financial and CNYF Equinox shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) obtain any necessary stockholder approval of their respective stockholders to complete the Merger, (ii) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (iiiii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and the other transactions contemplated by this Agreement, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity Person whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF nor any CNYF Subsidiary Equinox Financial and Equinox shall not agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara BancorpNorthwest Bancorp nor shall Equinox Financial or Equinox be required to make any payments in connection therewith, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Niagara Northwest Bancorp or CNYF Equinox Financial from exercising its rights under this Agreement or the Option Agreement.

Taking of Necessary Action. (a) Niagara Bancorp Sovereign and CNYF WJB shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use their best efforts in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and the Bank Merger by June 30, 1996, including, without limitation, (A1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms)hereby, provided that neither CNYF WJB nor any CNYF WJB Subsidiary shall agree to make any material payments or modifications to agreements in connection therewith without the prior written consent of Niagara BancorpSovereign (which shall not be unreasonably withheld), and further provided that nothing contained herein shall be deemed to require WJB to obtain an affiliate letter similar to the form attached hereto as Exhibit 1, or any similar letter, from any shareholder who is not an executive officer or director of WJB or WJCB, and (B2) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this AgreementAgreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Niagara Bancorp Sovereign or CNYF WJB or from exercising its rights under this Agreement or the Option Agreement.