“Effective Time” shall have the meaning set forth in Section 2.2(a). “Environmental Laws” means any federal, state or local law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any applicable Governmental Entity relating to (i) the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Materials of Environmental Concern. The term Environmental Laws includes without limitation (a) the Comprehensive Environmental Response, Compensation and Liability Act, as amended; the Resource Conservation and Recovery Act, as amended; the Clean Air Act, as amended; the Federal Water Pollution Control Act, as amended; the Toxic Substances Control Act, as amended; the Emergency Planning and Community Right to Know Act, the Safe Drinking Water Act; and all comparable state and local laws, and (b) any common law (including without limitation common law that may impose strict liability) that may impose liability or obligations for injuries or damages due to the presence of or exposure to any Materials of Environmental Concern. “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. “ERISA Affiliate” shall have the meaning set forth in Section 4.12(c). “ESOP Loan Shares” shall have the meaning set forth in Section 3.1(b). “ESOP Termination Date” shall have the meaning set forth in Section 6.15. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. “Exchange Agent” shall mean a bank or trust company or other agent mutually agreed upon by Mid Penn and William Penn, which shall act as agent for Mid Penn in connection with the exchange procedures for exchanging certificates for shares of William Penn Common Stock for certificates for shares of Mid Penn Common Stock as provided in Article III. “Exchange Fund” shall have the meaning set forth in Section 3.2(a)(1). “Exchange Ratio” shall have the meaning set forth in Section 3.1(c). “FDIC” shall mean the Federal Deposit Insurance Corporation or any successor thereto. “FHLB” shall mean the Federal Home Loan Bank of Pittsburgh. “FRB” shall mean the Board of Governors of the Federal Reserve System and, where appropriate, the Federal Reserve Bank of Philadelphia. “GAAP” shall mean the current accounting principles generally accepted in the United States of America, consistently applied with prior practice. “Governmental Entity” shall mean any federal or state court, administrative agency or commission or other governmental authority or instrumentality. “Indemnified Parties” shall have the meaning set forth in Section 7.9(a). A-3
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