Common use of Compliance with Laws, Permits and Instruments Clause in Contracts

Compliance with Laws, Permits and Instruments. (a) RBI and each of its Subsidiaries have performed and abided by all obligations required to be performed by it to the date hereof, and have with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the articles of incorporation of RBI or any of its Subsidiaries, the bylaws or other governing documents of RBI or any of its Subsidiaries (collectively, the “RBI Constituent Documents”), (ii) any provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to RBI, its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any Law or Order of any Governmental Entity applicable to RBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, except in the case of clauses (ii) and (iii), where any such noncompliance, default or violation, in the aggregate, would not have a Material Adverse Change on RBI or any Subsidiary of RBI. (b) The execution, delivery and performance of this Agreement (provided the required regulatory approvals are subsequently obtained) and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the RBI Constituent Documents, (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to RBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any material Order or Law applicable to RBI or any of its Subsidiaries or their respective assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) RBI and each of its Subsidiaries have MBank has performed and abided by all obligations required to be performed by it to the date hereofit, and have has complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the articles of incorporation of RBI or any of its Subsidiaries, the bylaws or other governing documents of RBI or any of its Subsidiaries (collectively, the “RBI MBank Constituent Documents”), (ii) any provision of any mortgage, indenture, lease, contract, agreement or other instrument material Contract applicable to RBI, its Subsidiaries the Transferred Assets or their respective assets, operations, properties or businesses, Assumed Liabilities or (iii) any Law material Law, Order or Order of any Governmental Entity Permit applicable to RBI MBank, the Transferred Assets or any of its Subsidiaries or their respective assets, operations, properties or businesses, except in the case of clauses (ii) and (iii), where any such noncompliance, default or violation, in the aggregate, would not have a Material Adverse Change on RBI or any Subsidiary of RBIAssumed Liabilities. (b) Merchants Bancorp has performed and abided by all obligations to be performed by it with respect to the Trust Preferred Securities and is in compliance with the terms of all instruments and documents entered into by it with respect to Trust Preferred Securities except that Merchants Bancorp has deferred payments of accrued interest on the Trust Preferred Securities as a result of regulatory action by the Federal Reserve Board. (c) The execution, delivery and performance of this Agreement (provided the required regulatory approvals from the Approving Authorities and the Shareholder Approval are subsequently obtained) performance of this Agreement and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict in any material respect with, or result, by itself or with the giving of notice or the passage of time, result in any violation of or breach of, or result in a material default or loss of a benefit under, under (i) the RBI Constituent DocumentsDocuments of MBank or Merchants Bancorp, (ii) any material provision of any mortgagethe Assumed Contracts or the Leases, indenture, lease, contract, agreement or other instrument applicable to RBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any provision of any other Contract applicable to the Transferred Assets, Assumed Liabilities, or the Trust Preferred Securities, or (iv) any material Law, Order or Law Permit applicable to RBI MBank, Merchants Bancorp, the Transferred Assets or any of its Subsidiaries or their respective assets, operations, properties or businessesAssumed Liabilities.

Compliance with Laws, Permits and Instruments. (a) RBI Except as set forth on Confidential Schedule 3.04(a), KBI and each of its Subsidiaries have performed and abided by all obligations required to be performed by it to the date hereof, and have complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the articles of incorporation of RBI KBI or any of its Subsidiaries, the bylaws or other governing documents of RBI KBI or any of its Subsidiaries (collectively, the “RBI KBI Constituent Documents”), (ii) any provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to RBIKBI, its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any Law or Order of any Governmental Entity applicable to RBI KBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, except in the case of clauses (ii) and (iii), ) where any such noncompliance, default or violation, in the aggregate, would not have a Material Adverse Change on RBI KBI or any Subsidiary of RBIKBI. (b) The Except as set forth on Confidential Schedule 3.04(b), the execution, delivery and performance of this Agreement (provided the required regulatory and shareholder approvals are subsequently obtained) and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the RBI KBI Constituent Documents, (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to RBI KBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any material Order or Law applicable to RBI or any of its Subsidiaries or their respective assets, operations, properties or businesses.or

Compliance with Laws, Permits and Instruments. (a) RBI KBC and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and have complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the articles of incorporation of RBI KBC or any of its Subsidiaries, the bylaws or other governing documents of RBI KBC or any of its Subsidiaries (collectively, the “RBI KBC Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to RBIKBC, its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any material Law or Order of any Governmental Entity applicable to RBI KBC or any of its Subsidiaries or their respective assets, operations, properties or businesses, except in the case of clauses (ii) and (iii), where any such noncompliance, default or violation, in the aggregate, would not have a Material Adverse Change on RBI or any Subsidiary of RBI. (b) The Except as set forth on Confidential Schedule 3.04(b), the execution, delivery and performance of this Agreement (provided the required regulatory and shareholder approvals are subsequently obtained) and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the RBI KBC Constituent Documents, (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to RBI KBC or any of its Subsidiaries or their respective assets, operations, properties or businesses, businesses or (iii) any material Law or Order or Law of any Governmental Entity applicable to RBI KBC or any of its Subsidiaries or their respective assets, operations, properties or businesses.

Compliance with Laws, Permits and Instruments. (a) RBI Each of MBI, the Bank and each of its Subsidiaries have other Subsidiary has performed and abided by all obligations required to be performed by it to the date hereof, and have has complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the articles of incorporation of RBI its Organizational Documents, or any of its Subsidiaries, the bylaws or other governing documents of RBI or any of its Subsidiaries (collectively, the “RBI Constituent Documents”), (ii) any provision of any mortgage, indenture, lease, contract, agreement or other instrument Material Contract applicable to RBIMBI, its Subsidiaries the Bank, any other Subsidiary or their respective assets, operations, properties or businesses. Each of MBI, or (iii) any Law or Order of any Governmental Entity applicable the Bank and each other Subsidiary has in all material respects performed and abided by all obligations required to RBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, except in be performed by it to the case of clauses (ii) and (iii), where any such noncompliance, default or violation, in the aggregate, would not have a Material Adverse Change on RBI or any Subsidiary of RBI. (b) The execution, delivery and performance of this Agreement (provided the required regulatory approvals are subsequently obtained) and the other agreements contemplated herebydate hereof, and the completion of the transactions contemplated hereby and thereby will not conflict has complied in all material respects with, or resultand is in material compliance with, by itself or and is not in default (and with the giving of notice or the passage of timetime will not be in default) under, or in any violation of any Law, Governmental Order or default Governmental Authorization applicable to MBI or loss the Bank. (b) Without limiting the generality of the foregoing, each of MBI, the Bank and the other Subsidiaries has complied in all material respects with, the BHCA, the FDIA, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act of 1975, the Fair Housing Act, the Equal Credit Opportunity Act and the Federal Reserve Act, each as amended, and any applicable Governmental Order or Governmental Authorization regulating or otherwise affecting bank holding companies, banks and banking; and no claims have been filed by any Governmental Authority against MBI, the Bank or the other Subsidiaries alleging such a benefit under, (i) the RBI Constituent Documents, (ii) any material provision violation of any mortgagesuch Law which have not been resolved to the satisfaction of such Governmental Authority. (c) None of the representations and warranties contained in this Section 3.4 shall be deemed to relate to tax matters (which are governed by Section 3.12), indentureenvironmental matters (which are governed by Section 3.16), lease, contract, agreement or other instrument applicable to RBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, or and employee benefit matters (iii) any material Order or Law applicable to RBI or any of its Subsidiaries or their respective assets, operations, properties or businesseswhich are governed by Section 3.18).

Compliance with Laws, Permits and Instruments. (a) RBI The Company and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it under this Agreement to the date hereof, and have complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the articles Certificate of incorporation Formation of RBI the Company or any of its Subsidiaries, Subsidiaries or the bylaws Bylaws or other governing documents of RBI the Company or any of its Subsidiaries (collectively, the “RBI Company Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to RBIthe Company, its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any material Law or Order of any Governmental Entity applicable to RBI the Company or any of its Subsidiaries or their respective assets, operations, properties or businesses, except in the case of clauses (ii) and (iii), where any such noncompliance, default or violation, in the aggregate, would not have a Material Adverse Change on RBI or any Subsidiary of RBI. (b) The Company and each of its Subsidiaries has complied in all material respects with and is not in material default or violation under any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Body relating to it, including, without limitation and as applicable, all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, Federal Consumer Credit Protection Act any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, Flood Disaster Protection Act, Home Owners Equity Protection Act, Right to Financial Privacy Act, Unfair, Deceptive or Abusive Acts or Practices, the United States Foreign Corrupt Practices Act and the International Money Laundering Abatement and Anti-Terrorist Financing Act and any other law relating to consumer protection, bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans and all other laws and regulations governing the operations of a federally insured financial institution (collectively, “Banking Laws”). The Company and the Bank have neither had nor suspected any material incidents of fraud or defalcation involving the Company, the Bank or any of their respective officers, directors or Affiliates during the last two years. The Bank has timely and properly filed and maintained in all material respects all requisite Currency Transaction Reports and Suspicious Activity Reports and has systems customarily used by financial institutions of a similar size to the Bank that are designed to properly monitor transaction activity (including wire transfers). The Bank is designated as a small bank for purposes of the Community Reinvestment Act and has a Community Reinvestment Act rating of “satisfactory.” (c) The execution, delivery and performance of this Agreement (provided the required regulatory and shareholder approvals are subsequently obtained) and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the RBI Constituent Documents, (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to RBI the Company or any of its Subsidiaries or their respective assets, operations, properties or businesses, businesses or (iii) any material Law or Order or Law of any Governmental Entity applicable to RBI or the Company and any of its Subsidiaries or and their respective assets, operations, properties or and businesses, taken as a whole.

Compliance with Laws, Permits and Instruments. (a) RBI Prairie and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and have complied in all material respects with, and is in material compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the articles of incorporation of RBI Prairie or any of its Subsidiaries, the bylaws or other governing documents of RBI Prairie or any of its Subsidiaries (collectively, the “RBI Prairie Constituent Documents”), (ii) any provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to RBIPrairie, its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any Law or Order of any court, arbitrator or any Governmental Entity Entity, commission, board, bureau, agency or instrumentality applicable to RBI Prairie or any of its Subsidiaries or their respective assets, operations, properties or businesses, except in the case of clauses (ii) and (iii), where any such noncompliance, default or violation, in the aggregate, would not have a Material Adverse Change on RBI Prairie or any Subsidiary of RBIPrairie. (b) The execution, delivery and performance of this Agreement (provided the required regulatory regulatory, shareholder and ESOP Trustees and participant approvals are subsequently obtained) and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict in any material respect with, or result, by itself or with the giving of notice or the passage of time, in any material violation of or default or loss of a benefit under, (i) the RBI Prairie Constituent Documents, (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to RBI Prairie or any of its Subsidiaries or their respective assets, operations, properties or businesses, businesses or (iii) any material Order or Law applicable to RBI Prairie or any of its Subsidiaries or their respective assets, operations, properties or businesses. (c) None of the representations and warranties in this Section 3.04 shall be deemed to relate to environmental matters (which are governed by Section 3.19), employee benefit plans and obligations to employees (which are governed by Sections 3.28 and 3.29), Tax and Tax Return matters (which are governed by Sections 3.12 and 5.18), fiduciary responsibilities (which are governed by Section 3.24) or any of the specific Laws or statutes covered by Sections 3.32 through 3.36.

Compliance with Laws, Permits and Instruments. (a) RBI and each of its Subsidiaries have WTSB has in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and have has complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the articles Articles of incorporation of RBI Association or any of its Subsidiaries, the bylaws or other governing documents of RBI or any of its Subsidiaries (collectivelyWTSB, the “RBI Constituent Documents”), (ii) any provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to RBI, its Subsidiaries or their respective assets, operations, properties or businessesas applicable, or (iii) any Law or Order of any Governmental Entity applicable to RBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, except in the case of clauses (ii) and (iii), where any such noncompliance, default or violation, in the aggregate, would not have a Material Adverse Change on RBI or any Subsidiary of RBI. (b) The execution, delivery and performance of this Agreement (provided the required regulatory approvals are subsequently obtained) and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the RBI Constituent Documents, (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to RBI WTSB or any of its Subsidiaries or their respective assets, operations, properties or businessesbusiness. (b) WTSB has filed all reports, registrations and statements, together with any amendments required to be made thereto, that are required to be filed with the Federal Deposit Insurance Corporation (the “FDIC”), the TDB or any other Governmental Authority having supervisory jurisdiction over WTSB, except where the failure to make such filings would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and such reports, registrations and statements as finally amended or corrected, are true and correct in all material respects. Except for normal examinations conducted by bank Regulatory Agencies in the Ordinary Course of Business, no Governmental Authority has initiated any Proceeding or, to WTSB’s Knowledge, investigation into the business or operations of WTSB. Except as disclosed on Schedule 4.05 of the Disclosure Schedules, there are no material unresolved violations, criticisms or exceptions by any bank Regulatory Agency with respect to any report relating to any examinations of WTSB. As of the Execution Date, WTSB is “well capitalized” (as that term is defined in 12 C.F.R. § 325.103(b)(1)). (c) None of WTSB, or to WTSB’s Knowledge, any director, officer, employee, agent or other Person acting on behalf of WTSB has, directly or indirectly, (i) used any funds of WTSB for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of WTSB, (iii) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, (iv) established or maintained any unlawful fund of monies or other assets of WTSB, (v) made any fraudulent entry on the books or records of WTSB, or (iiivi) made any material Order unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or Law applicable other unlawful payment to RBI any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for WTSB, to pay for favorable treatment for business secured or to pay for special concessions already obtained for WTSB, or is currently subject to any U.S. sanctions administered by the Office of its Subsidiaries or their respective assets, operations, properties or businessesForeign Assets Control of the U.S. Department of the Treasury.

Compliance with Laws, Permits and Instruments. (a) RBI Except as set forth on Confidential Schedule 3.04(a), TBT and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it to as of the date hereof, and have complied in all material respects with, and is in compliance in all material respects with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the articles certificate of incorporation formation of RBI TBT or any of its Subsidiaries, the bylaws or other governing documents of RBI TBT or any of its Subsidiaries Subsidiaries, as applicable (collectively, the “RBI TBT Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to RBITBT, its Subsidiaries the Bank or their respective assets, operations, properties or businesses, or (iii) any Law or Order of any Governmental Entity applicable to RBI TBT or any of its Subsidiaries or their respective assets, operations, properties or businesses, except in the case of clauses (ii) and (iii), where any such noncompliance, default or violation, in the aggregate, would not have a Material Adverse Change on RBI or any Subsidiary of RBI. (b) The Except as set forth on Confidential Schedule 3.04(b), the execution, delivery and performance of this Agreement (provided the required regulatory and shareholder approvals are subsequently obtained) of this Agreement and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the RBI TBT Constituent Documents, (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to RBI TBT or any of its Subsidiaries or their respective assets, operations, properties or businesses, businesses or (iii) any material Law or Order or Law of any Governmental Entity applicable to RBI TBT or any of its Subsidiaries or their respective assets, operations, properties or businesses.