8.2.          Conditions to Obligations of WSFS. The obligation of WSFS to consummate the Mergers is subject to the satisfaction at or prior to the Effective Time of the following conditions, unless waived by WSFS pursuant to Section 10.6: 

(a)             Representations and Warranties . <omitted>. The representations and warranties set forth in each other section in ARTICLE 4 shall, in the aggregate, be true and correct in all respects except where the failure of such representations and warranties to be true and correct has not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; provided, that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” shall be deemed not to include such qualifications. (Page 63)

8.2.          Conditions to Obligations of WSFS. <omitted>
(a) <omitted> 
The representations and warranties set forth in each other section in ARTICLE 4 shall <omitted> be true and correct in all respects except where the failure of such representations and warranties to be true and correct has not had <omitted> a Material Adverse Effect (Page 63)

4.3.        Capitalization of Bryn Mawr. <omitted>
 

<omitted>

8.2.          Conditions to Obligations of WSFS. The obligation of WSFS to consummate the Mergers is subject to the satisfaction at or prior to the Effective Time of the following conditions, unless waived by WSFS pursuant to Section 10.6:

(a)             Representations and Warranties . <omitted> The representations and warranties set forth in Sections 4.3(a), 4.3(c), 4.4(a) (second and third sentences only), 4.9(a), and 4.30 shall be true and correct (except for inaccuracies which are de minimis in amount). (Page 63)

4.3.        Capitalization of Bryn Mawr. 
<omitted>

8.2.          Conditions to Obligations of WSFS. <omitted>
(a)             Representations and Warranties . <omitted> . The representations and warranties set forth in Sections 4.3(a) <omitted> shall be true and correct (except for inaccuracies which are de minimis in amount). <omitted> . (Page 63)

4.1.         Organization, Standing, and Power. <omitted>
4.2.         Authority of Bryn Mawr; No Breach By Agreement. 

(a) Bryn Mawr has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform
this Agreement, and with respect to the Merger, upon the approval of this Agreement and the Merger by the affirmative vote of at least a majority of the outstanding shares of Bryn Mawr entitled to vote on this Agreement and the Merger as contemplated by Section 7.1 (the “
Bryn Mawr Shareholder Approval”), to perform  its  obligations  under  this  Agreement  and  to  consummate  the  transactions contemplated  hereby. The execution,  delivery,  and  performance  of  this
Agreement and the consummation of the transactions contemplated herein, including the Mergers, have been duly and validly authorized and approved by all necessary corporate action in respect thereof on the part of Bryn  Mawr and Bryn Mawr Bank (including, approval by, and a determination by the boards of directors of Bryn Mawr and Bryn Mawr Bank that this Agreement and the Subsidiary Plan of Merger are advisable and in the best interests of Bryn Mawr’s shareholders and Bryn Mawr Bank’s shareholder and directing the submission of this Agreement to a vote at a meeting of shareholders), subject to receipt of the Bryn Mawr Shareholder Approval. Subject to the Bryn Mawr Shareholder Approval, and assuming the due 
authorization, execution and delivery by WSFS, this
Agreement represents a legal, valid, and binding obligation of Bryn Mawr, enforceable against Bryn Mawr in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting  the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought (the “Bankruptcy and Equity Exceptions”)).

<omitted>
(b) No Conflicts. Subject to the receipt of the Bryn Mawr Shareholder Approval, neither the execution and delivery of this Agreement by Bryn Mawr, nor the consummation by Bryn Mawr of the transactions contemplated hereby, nor compliance by Bryn Mawr with any of the provisions hereof, will <omitted> (y) violate, conflict with, constitute or result in a Default under or the loss of any benefit under, result in the termination of or aright of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective Assets of any Bryn Mawr Entity under any of the terms, conditions or provisions of any Contract or Permit of any Bryn Mawr Entity or under which any of their respective Assets may be bound, except (in the case of clause (y) above) where such violations, conflicts, or Defaults have not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Bryn Mawr. <omitted>

4.3.        Capitalization of Bryn Mawr. <omitted> (b) Other Rights or Obligations.

4.4.        Bryn Mawr Subsidiaries. (a) Bryn Mawr has no direct or indirect Subsidiaries nor owns any equity interests in any other Person, other than Bryn Mawr Bank and the entities set forth in Section 4.4(a)(i) of Bryn Mawr’s Disclosure Memorandum and indirect ownership through Bryn Mawr Bank of the entities set forth in Section 4.4(a)(ii)of Bryn Mawr’s Disclosure Memorandum. <omitted> 

4.9.        Absence of Certain Changes or Events. (a) Since December 31, 2020, there has not been a Material Adverse Effect on Bryn Mawr. <omitted> 

4.30.      Brokers and Finders. <omitted> 


8.2.          Conditions to Obligations of WSFS. The obligation of WSFS to consummate the Mergers is subject to the satisfaction at or prior to the Effective Time of the following conditions, unless waived by WSFS pursuant to Section 10.6: 

(a)             Representations and Warranties . <omitted> The representations and warranties set forth in Sections <omitted> 4.9(a), and 4.30 shall be true and correct (except for inaccuracies which are de minimis in amount). The representations and warranties set forth in Sections 4.1, 4.2, 4.3(b), 4.4(a) (other than the second and third sentences), 4.4(b) and 4.4(c) shall be true and correct in all material respects. The representations and warranties set forth in each other section in ARTICLE 4 shall, in the aggregate, be true and correct in all respects except where the failure of such representations and warranties to be true and correct has not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; provided, that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” shall be deemed not to include such qualifications. (Page 63)

4.1.         Organization, Standing, and Power.
4.2.         Authority of Bryn Mawr; No Breach By Agreement.

(a) Bryn Mawr has the corporate power and authority necessary to execute, deliver, and, other than with respect to the Merger, perform
this Agreement, and with respect to the Merger, <omitted> to perform  its  obligations  under  this  Agreement  and  to  consummate  the  transactions contemplated  hereby. 

The execution,  delivery,  and  performance  of  this
Agreement and the consummation of the transactions contemplated herein, including the Mergers, have been duly and validly authorized and approved by all necessary corporate action in respect thereof on the part of Bryn  Mawr and Bryn Mawr Bank 

<omitted>
this Agreement represents a legal, valid, and binding obligation of Bryn Mawr, enforceable against Bryn Mawr in accordance with its terms 

<omitted>
(b) No Conflicts. Subject to the receipt of the Bryn Mawr Shareholder Approval, neither the execution and delivery of this Agreement by Bryn Mawr, nor the consummation by Bryn Mawr of the transactions contemplated hereby, nor compliance by Bryn Mawr with any of the provisions hereof, will <omitted> (y) violate, conflict with, constitute or result in a Default under or the loss of any benefit under, result in the termination of or aright of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective Assets of any Bryn Mawr Entity under any of the terms, conditions or provisions of any Contract or Permit of any Bryn Mawr Entity or under which any of their respective Assets may be bound, except (in the case of clause (y) above) where such violations, conflicts, or Defaults have not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Bryn Mawr.

4.3.        Capitalization of Bryn Mawr. <omitted> (b)Other Rights or Obligations.

4.4.        Bryn Mawr Subsidiaries. 
(a)Bryn Mawr has no direct or indirect Subsidiaries nor owns any equity interests in any other Person, other than Bryn Mawr Bank and the entities set forth in Section 4.4(a)(i) of Bryn Mawr’s Disclosure Memorandum and indirect ownership through Bryn Mawr Bank of the entities set forth in Section 4.4(a)(ii)of Bryn Mawr’s Disclosure Memorandum. <omitted> 

4.9.        Absence of Certain Changes or Events. (a)Since December 31, 2020, there has not been a Material Adverse Effect on Bryn Mawr. <omitted> 

4.30.      Brokers and Finders. <omitted> 

8.2.          Conditions to Obligations of WSFS. <omitted> (a)             Representations and Warranties . <omitted> The representations and warranties set forth in Sections <omitted> 4.9(a), and 4.30 shall be true and correct (except for inaccuracies which are de minimis in amount). The representations and warranties set forth in Sections 4.1, 4.2, 4.3(b), 4.4(a) (other than the second and third sentences), 4.4(b) and 4.4(c) shall be true and correct in all material respects. (Page 63)

Question: Materiality/MAE Scrape applies to
Subquestion: General R&Ws
Answer: General R&Ws