Compliance with Permits, Laws and Orders. (i) It and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), and no Default has occurred and is continuing under any Permit applicable to its business or employees conducting its business. (ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws. (iii) Since January 1, 2011, neither it nor any of its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that it or any of its Subsidiaries is in Default under any Permits, Laws or Orders, (B) threatening to revoke any Permits or (C) requiring it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other agreement, consent decree, directive, commitment or memorandum of understanding or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing. (iv) There (A) is no unresolved violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it or any of its Subsidiaries and (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1, 2010. (v) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account. (vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 3 contracts
Sources: Transaction Agreement (Saieh Bendeck Alvaro), Transaction Agreement (Corpbanca/Fi), Transaction Agreement (Corpbanca/Fi)
Compliance with Permits, Laws and Orders. (i) It and each Each of its Subsidiaries the Buyer Entities has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewithexcept for such failures which are not reasonably likely to have a Buyer Material Adverse Effect), and no Default there has occurred and is continuing no material Default under any such Permit applicable to its business their respective businesses or employees conducting its business.
(ii) Neither it nor any their respective businesses. None of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither it nor any of its Subsidiaries the Buyer Entities has received any notification or communication from any Governmental Authority (A) asserting that it Buyer or any of its Subsidiaries is in Default under any of the Permits, Laws Laws, or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke any Permits Permits, or (C) requiring it Buyer or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board board of Directors directors or similar undertaking.
(ii) Each Buyer Entity is in compliance in all material respects with and is not in material default or violation under any applicable law, which restricts statute, order, rule, regulation, policy and/or guideline of any Governmental Authority relating to the conduct Buyer Entities, or their respective assets, properties, operations or employees, including 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, 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, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans. Each Buyer Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3. State Bank has a Community Reinvestment Act rating of “satisfactory” or better. Without limitation, no Buyer Entity, or to the knowledge of Buyer, any director, officer, employee, agent or other person acting on behalf of any Buyer Entity has, directly or indirectly, (a) used any funds of a Buyer Entity for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of a Buyer Entity, (c) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, (d) established or maintained any unlawful fund of monies or other assets of a Buyer Entity, (e) made any fraudulent entry on the books or records of a Buyer Entity, or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business or to obtain special concessions for a Buyer Entity, to pay for favorable treatment for business secured or to pay for special concessions already obtained for a Buyer Entity, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department.
(iii) Buyer and each insured depository Subsidiary of Buyer is “well-capitalized” (as that term is defined at 12 C.F.R. 6.4(b)(1) or the relevant regulation of the institution’s primary federal bank regulator), and “well managed” (as that term is defined at 12 C.F.R. 225.2(s)). Neither Buyer nor any Buyer Entity has been informed that its status as “well-capitalized,” or “well-managed” will change within one year. All deposit liabilities of Buyer and its Subsidiaries are insured by the Federal Deposit Insurance Corporation to the fullest extent under the law. Buyer and its Subsidiaries have each met all conditions of such insurance, including timely payment of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoingpremiums.
(iv) There Except for such items which are not reasonably likely to have a Buyer Material Adverse Effect, there (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Buyer or any of its Subsidiaries and Subsidiaries, (B) have been are no notices or correspondence received by Buyer with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its Buyer’s or any of its Buyer’s Subsidiaries’ business, operations, policies policies, or procedures since January 1its inception, 2010.
and (vC) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciaryis not any pending or, including accounts for which it serves as a trusteeto Buyer’s Knowledge, fiduciariothreatened, agentnor has any Governmental Authority indicated an intention to conduct any, custodianinvestigation, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds review of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 3 contracts
Sources: Merger Agreement (State Bank Financial Corp), Merger Agreement (State Bank Financial Corp), Merger Agreement (Georgia-Carolina Bancshares, Inc)
Compliance with Permits, Laws and Orders. (i) It and each Each of its Subsidiaries the Seller Entities has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewithexcept for such failures which are not reasonably likely to have a Seller Material Adverse Effect), and no Default there has occurred and is continuing no material Default under any such Permit applicable to its business their respective businesses or employees conducting its business.
(ii) Neither it nor any their respective businesses. None of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither it nor any of its Subsidiaries the Seller Entities has received any notification or communication from any Governmental Authority (A) asserting that it or any of its Subsidiaries Seller Entity is in Default under any of the Permits, Laws Laws, or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke any Permits Permits, or (C) requiring it or any of its Subsidiaries Seller Entity (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board board of Directors directors or similar undertaking.
(ii) Except as disclosed in Section 3.13(b) of the Seller Disclosure Memorandum, which restricts each Seller Entity is in compliance 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 Authority relating to the conduct Seller Entities, or their respective assets, properties, operations or employees, including 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, 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, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans. Each Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3. First Bank has a Community Reinvestment Act rating of “satisfactory” or better. Without limitation, no Seller Entity, or to the knowledge of Seller, any director, officer, employee, agent or other person acting on behalf of any Seller Entity has, directly or indirectly, (a) used any funds of a Seller Entity for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of a Seller Entity, (c) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, (d) established or maintained any unlawful fund of monies or other assets of a Seller Entity, (e) made any fraudulent entry on the books or records of a Seller Entity, or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business or to obtain special concessions for a Seller Entity, to pay for favorable treatment for business secured or to pay for special concessions already obtained for a Seller Entity, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department.
(iii) Seller and each insured depository Subsidiary of Seller is “well-capitalized” (as that term is defined at 12 C.F.R. 6.4(b)(1) or the relevant regulation of the institution’s primary federal bank regulator), and “well managed” (as that term is defined at 12 C.F.R. 225.2(s)). Neither Seller nor any Seller Entity has been informed that its status as “well-capitalized,” or “well-managed” will change within one year. All deposit liabilities of Seller and its Subsidiaries are insured by the Federal Deposit Insurance Corporation to the fullest extent under the law. Seller and its Subsidiaries have met all conditions of such insurance, including timely payment of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoingpremiums.
(iv) There Except for such items which are not reasonably likely to have a Seller Material Adverse Effect, there (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Seller or any of its Subsidiaries and Subsidiaries, (B) have been are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its Seller’s or any of its Seller’s Subsidiaries’ business, operations, policies policies, or procedures since January 1its inception, 2010.
and (vC) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciaryis not any pending or, including accounts for which it serves as a trusteeto Seller’s Knowledge, fiduciariothreatened, agentnor has any Governmental Authority indicated an intention to conduct any, custodianinvestigation, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds review of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 3 contracts
Sources: Merger Agreement (State Bank Financial Corp), Merger Agreement (State Bank Financial Corp), Merger Agreement (Georgia-Carolina Bancshares, Inc)
Compliance with Permits, Laws and Orders. (i) It and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 (or, in the case of Itaú Colombia, since its incorporation) held in effect, all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), and no Default has occurred and is continuing under any Permit applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither it nor any of its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that it or any of its Subsidiaries is in Default under any Permits, Laws or Orders, (B) threatening to revoke any Permits or (C) requiring it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other agreement, consent decree, directive, commitment or memorandum of understanding or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There (A) is no unresolved violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it or any of its Subsidiaries and (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1, 2010.
(v) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 3 contracts
Sources: Transaction Agreement (Saieh Bendeck Alvaro), Transaction Agreement (Corpbanca/Fi), Transaction Agreement (Corpbanca/Fi)
Compliance with Permits, Laws and Orders. (i) It and each Each of its Subsidiaries the Seller Entities has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith)conducted, and there has occurred no Default has occurred and is continuing under any such Permit applicable to their respective businesses or employees conducting their respective businesses.
(ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither it nor any None of its Subsidiaries the Seller Entities has received any notification or communication from any Governmental Authority (A) asserting that it Seller or any of its Subsidiaries is in Default under any of the Permits, Laws Laws, or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke any Permits Permits, or (C) requiring it Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board board of Directors directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Seller or any of its Subsidiaries and Subsidiaries, (B) have been are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its Seller’s or any of its Seller’s Subsidiaries’ business, operations, policies policies, or procedures since January 1its inception, 2010.
and (vC) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciaryis not any pending or, including accounts for which it serves as a trusteeto Seller’s Knowledge, fiduciariothreatened, agentnor has any Governmental Authority indicated an intention to conduct any, custodianinvestigation, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds review of it or any of its Subsidiaries, .
(iiiv) established or maintained any unlawful fund None of monies or other assets of it or the Seller Entities nor any of its Subsidiaries directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (iv1) made using any corporate funds for any unlawful bribe contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any Personforeign or domestic government official or employee from corporate funds, private (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or public(4) making any bribe, regardless rebate, payoff, influence payment, kickback, or other unlawful payment.
(vi) Each Seller Entity has complied in all material respects with all requirements of formLaw under the Bank Secrecy Act and the USA Patriot Act, whether in moneyand each Seller Entity has timely filed all reports of suspicious activity, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesincluding those required under 12 C.F.R. § 353.3.
Appears in 3 contracts
Sources: Merger Agreement (First Community Corp /Sc/), Merger Agreement (First Community Corp /Sc/), Merger Agreement (Dekalb Bankshares Inc)
Compliance with Permits, Laws and Orders. (i) It and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and there has paid all fees and assessments due and payable in connection therewith), and occurred no Default has occurred and is continuing under any Permit applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiariesit, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the USA PATRIOT Act of 2001 and other applicable personal or financial data protectionfederal, bank secrecy, discriminatory lending, state and foreign anti-money laundering and sanctions Laws and Environmental Laws. Each of its Subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of “satisfactory” or better.
(iii) Since January 1, 20112003, neither it nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it or any of its Subsidiaries is in Default under any Permits, Laws or Orders, (B) threatening to revoke any Permits or Permits, (C) requiring it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other agreement, consent decree, directive, commitment or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, or (D) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, Federal Deposit Insurance Corporation deposit insurance, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it or any of its Subsidiaries and (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1, 20102003.
(v) There is no Order, circumstance or condition relevant or applicable to it that would prevent, or is reasonably likely to prevent, Newco from satisfying the criteria for “financial holding company” status under the BHC Act or which would otherwise reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Newco after the Effective Time.
(vi) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state, federal and foreign Law. None of it it, any of its Subsidiaries, or any of its Subsidiaries or its Subsidiaries’ directors, officers or employees, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account, and the accountings for each such fiduciary account are true and correct and accurately reflect the assets and results of such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 3 contracts
Sources: Merger Agreement (Mellon Financial Corp), Merger Agreement (Bank of New York Co Inc), Merger Agreement (Bank of New York Mellon CORP)
Compliance with Permits, Laws and Orders. (i) It Sabal Palm and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material properties and assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to their respective business or employees conducting their respective businesses.
(ii) Neither Sabal Palm nor any of its Subsidiaries is and has not since December 31, 2016, been in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor . As of the date of this Agreement, none of Sabal Palm or any of its Subsidiaries is or has been since January 1, 2011 in Default under knows of any Laws or Orders applicable to it or any reason why all Regulatory Consents required for the consummation of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ businessthe transactions contemplated by this Agreement, including any applicable personal or financial data protectionthe Merger and the Bank Merger, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsshould not be obtained on a timely basis.
(iii) Since January 1, 2011, neither it Neither Sabal Palm nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it Sabal Palm or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits Permits, or (C) requiring or advising that it may require Sabal Palm or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its business, business or in any material manner relates to its capital adequacymanagement.
(iv) Sabal Palm and each of its Subsidiaries are and, its credit at all times since December 31, 2016, have been, in compliance with all Laws applicable to their business, operations, properties or reserve policiesassets, its managementincluding Sections 23A and 23B of the Federal Reserve Act, or the payment Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of dividends or any 2001, the Bank Secrecy Act, the Truth in Lending Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other policy or procedure, applicable fair lending Laws and neither it other Laws relating to discriminatory business practices.
(v) Neither Sabal Palm nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has received been ordered to pay any notice from civil money penalty by, or has been since December 31, 2016, a recipient of any supervisory letter from, or since December 31, 2016, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Sabal Palm or any of its Subsidiaries been advised in writing or, to the Knowledge of Sabal Palm, orally, since December 31, 2016, by any Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoingsuch Company Regulatory Agreement.
(ivvi) There (A) is no written, or to the Knowledge of Sabal Palm, oral unresolved violation violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Sabal Palm or any of its Subsidiaries and Subsidiaries, (B) have been no written, or to the Knowledge of Sabal Palm, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1December 31, 20102015, and (C) is not any pending or, to the Knowledge of Sabal Palm, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of Sabal Palm or any of its Subsidiaries.
(vvii) It Neither Sabal Palm, the Bank (nor to the Knowledge of Sabal Palm any of their respective directors, executives, officers, employees or Representatives) (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(viii) Except as required by the Bank Secrecy Act, to the Knowledge of Sabal Palm, no employee of Sabal Palm or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Sabal Palm or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Sabal Palm nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Sabal Palm or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Sabal Palm or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Since December 31, 2016, Sabal Palm and each of its Subsidiaries have properly administered filed all accounts for which it acts as a fiduciaryreports and statements, including accounts for which it serves as a trusteetogether with any amendments required to be made with respect thereto, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents that Sabal Palm and applicable Law. None of it or any each of its Subsidiaries has committed was required to file with any breach Governmental Authority and all other reports and statements required to be filed by Sabal Palm and each of trust its Subsidiaries since December 31, 2016, including any report or fiduciary duty with respect statement required to be filed pursuant to the Laws of the United States, any such fiduciary accountstate or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and Sabal Palm and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith.
(vix) None of it or its Subsidiaries hasThe Bank is not authorized to act in any capacity as a corporate fiduciary.
(xi) Sabal Palm is, directly or indirectlyin all material respects, (i) used in compliance with any funds of it quarantine, "shelter in place", "stay at home", workforce reduction, social distancing, shut down, closure, sequester or any other law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in response to the COVID-19 pandemic, and have used commercially reasonable efforts to implement health and safety protocols at all worksites under the control of its Subsidiaries for unlawful contributionsSabal Palm, unlawful giftsconsistent with guidance issued by applicable federal, unlawful entertainment state and local health authorities (such laws, orders, directives, guidelines, recommendations and health and safety protocols, collectively, “COVID-19 Measures”).
(xii) To the extent that Sabal Palm has originated or other expenses relating otherwise participated in any program or benefit created or modified by the CARES Act, including but not limited to political activitythe Paycheck Protection Program (“PPP”), (ii) made it has done such in good faith and in compliance in all material respects with all Laws governing such program, including but not limited to all regulations and guidance issued by the SBA with the respect to loans originated pursuant to or in association with the PPP. Sabal Palm has not originated any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment loan under the PPP to any PersonInsider, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesas the term is defined under Regulation O (12 C.F.R. Part 215).
Appears in 2 contracts
Sources: Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (Seacoast Banking Corp of Florida)
Compliance with Permits, Laws and Orders. (i) It VBI and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material properties and assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to their respective business or employees conducting their respective businesses.
(ii) Neither VBI nor any of its Subsidiaries is and has not since December 31, 2020, been in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor . As of the date of this Agreement, none of VBI or any of its Subsidiaries is or has been since January 1, 2011 in Default under knows of any Laws or Orders applicable to it or any reason why all Regulatory Consents required for the consummation of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ businessthe transactions contemplated by this Agreement, including any applicable personal or financial data protectionthe Merger and the Bank Merger, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsshould not be obtained on a timely basis.
(iii) Since January 1, 2011, neither it Neither VBI nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it VBI or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits Permits, or (C) requiring or advising that it may require VBI or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its business, business or in any material manner relates to its capital adequacymanagement.
(iv) VBI and each of its Subsidiaries are and, its credit at all times since December 31, 2020, have been, in compliance with all Laws applicable to their business, operations, properties or reserve policiesassets, its managementincluding Sections 23A and 23B of the Federal Reserve Act, or the payment Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of dividends or any 2001, the Bank Secrecy Act, the Truth in Lending Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other policy or procedure, applicable fair lending Laws and neither it other Laws relating to discriminatory business practices.
(v) Neither VBI nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has received been ordered to pay any notice from civil money penalty by, or has been since December 31, 2020, a recipient of any supervisory letter from, or since December 31, 2020, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has VBI or any of its Subsidiaries been advised in writing or, to the Knowledge of VBI, orally, since December 31, 2020, by any Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoingsuch Company Regulatory Agreement.
(ivvi) There (A) is no written, or to the Knowledge of VBI, oral unresolved violation violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it VBI or any of its Subsidiaries and Subsidiaries, (B) have been no written, or to the Knowledge of VBI, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1December 31, 20102020, and (C) is not any pending or, to the Knowledge of VBI, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of VBI or any of its Subsidiaries.
(vvii) It Neither VBI, the Bank (nor to the Knowledge of VBI any of their respective directors, executives, officers, employees or Representatives) (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(viii) Except as required by the Bank Secrecy Act, to the Knowledge of VBI, no employee of VBI or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by VBI or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither VBI nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of VBI or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of VBI or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Since December 31, 2020, VBI and each of its Subsidiaries have properly administered filed all accounts for which it acts reports and statements, together with any amendments required to be made with respect thereto, that VBI and each of its Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by VBI and each of its Subsidiaries since December 31, 2020, including any report or statement required to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and VBI and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith.
(x) The Bank is not authorized to act in any capacity as a corporate fiduciary.
(xi) VBI maintains a written information privacy and security program and organizational, including accounts for which it serves physical, administrative and technical measures regarding privacy, cyber security and data security (collectively, “Privacy and Security Policies”) that are commercially reasonable and that comply in all material respects with (i) all requirements of all applicable laws relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (both technical and physical), encryption, disposal, destruction, disclosure or transfer (collectively, “Processing”) of Personal Data (as defined below), (ii) all of VBI’s and each of its Subsidiaries’ policies and notices regarding Personal Data, and (iii) all of VBI’s and each of its Subsidiaries’ contractual obligations with respect to the Processing of Personal Data (collectively, “Data Protection Requirements”). VBI maintains reasonable measures to protect the privacy, confidentiality and security of all information that identifies, could be used to identify or is otherwise associated with an individual person or device or is otherwise covered by any “personal information” or similar definition under applicable law (e.g., “personal data,” “personally identifiable information” or “IPII”) (collectively “Personal Data”) against any (i) unauthorized access, loss or misuse of Personal Data, (ii) unauthorized or unlawful operations performed upon Personal Data or (iii) other act or omission that compromises the privacy, security or confidentiality of Personal Data (clauses (i) through (iii), a trustee“Security Breach”). VBI has not experienced any Security Breach that would, fiduciarioindividually or in the aggregate, agentreasonably be expected to have a Material Adverse Effect on VBI or require a report to a Regulatory Agency. Within the three (3) year period prior to the date hereof, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents VBI and applicable Law. None of it or any each of its Subsidiaries has committed any breach (i) complied in all material respects with all of trust their respective Privacy and Security Policies and applicable Data Protection Requirements, and (ii) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Data. To the Knowledge of VBI, there are no data security or fiduciary duty other technological vulnerabilities with respect to any such fiduciary accountits information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on VBI.
(vixii) None of To the extent that VBI has originated or otherwise participated in any program or benefit created or modified by the Coronavirus Aid, Relief, and Economic Security Act, including but not limited to the Paycheck Protection Program (“PPP”), it has done such in good faith and in compliance in all material respects with all Laws governing such program, including but not limited to all regulations and guidance issued by the SBA with respect to loans originated pursuant to or its Subsidiaries has, directly or indirectly, (i) used in association with the PPP. VBI has not originated any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment loan under the PPP to any PersonInsider, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesas the term is defined under Regulation O (12 C.F.R. Part 215).
Appears in 2 contracts
Sources: Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (Seacoast Banking Corp of Florida)
Compliance with Permits, Laws and Orders. (i) It and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), and no Default has occurred and is continuing under any Permit applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither it nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority
(A) asserting that it or any of its Subsidiaries is in Default under any Permits, Laws or Orders, (B) threatening to revoke any Permits or (C) requiring it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other agreement, consent decree, directive, commitment or memorandum of understanding or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There (A) is no unresolved violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it or any of its Subsidiaries and (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1, 2010.
(v) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 2 contracts
Sources: Transaction Agreement, Transaction Agreement
Compliance with Permits, Laws and Orders. (i) It Professional and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material properties and assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to their respective business or employees conducting their respective businesses.
(ii) Neither Professional nor any of its Subsidiaries is and has not since December 31, 2016, been in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor . As of the date of this Agreement, none of Professional or any of its Subsidiaries is or has been since January 1, 2011 in Default under knows of any Laws or Orders applicable to it or any reason why all Regulatory Consents required for the consummation of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ businessthe transactions contemplated by this Agreement, including any applicable personal or financial data protectionthe Merger and the Bank Merger, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsshould not be obtained on a timely basis.
(iii) Since January 1, 2011, neither it Neither Professional nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it Professional or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits Permits, or (C) requiring or advising that it may require Professional or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its business, business or in any material manner relates to its capital adequacymanagement.
(iv) Professional and each of its Subsidiaries are and, its credit at all times since December 31, 2018, have been, in material compliance with all Laws applicable to their business, operations, properties or reserve policiesassets, its managementincluding Sections 23A and 23B of the Federal Reserve Act, or the payment Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of dividends or any 2001, the Bank Secrecy Act, the Truth in Lending Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other policy or procedure, applicable fair lending Laws and neither it other Laws relating to discriminatory business practices.
(v) Neither Professional nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has received been ordered to pay any notice from civil money penalty by, or has been since December 31, 2018, a recipient of any supervisory letter from, or since December 31, 2018, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Professional or any of its Subsidiaries been advised in writing or, to the Knowledge of Professional, orally, since December 31, 2018, by any Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoingsuch Company Regulatory Agreement.
(ivvi) There (A) is no written, or to the Knowledge of Professional, oral unresolved violation violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Professional or any of its Subsidiaries and Subsidiaries, (B) have been no written, or to the Knowledge of Professional, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1December 31, 20102018, and (C) is not any pending or, to the Knowledge of Professional, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of Professional or any of its Subsidiaries.
(vvii) It Neither Professional nor the Bank (nor, to the Knowledge of Professional, any of their respective directors, executives, officers, employees or Representatives) (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(viii) Except as required by the Bank Secrecy Act, to the Knowledge of Professional, no employee of Professional or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Professional or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Professional nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Professional or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Professional or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Since December 31, 2018, Professional and each of its Subsidiaries have properly administered filed all accounts for which it acts reports and statements, together with any amendments required to be made with respect thereto, that Professional and each of its Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Professional and each of its Subsidiaries since December 31, 2018, including any report or statement required to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and Professional and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith.
(x) The Bank is not authorized to act in any capacity as a corporate fiduciary.
(xi) Professional is, in all material respects, in compliance with any quarantine, "shelter in place", "stay at home", workforce reduction, social distancing, shut down, closure, sequester or any other law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in response to the COVID-19 pandemic, and have used commercially reasonable efforts to implement health and safety protocols at all worksites under the control of Professional, consistent with guidance issued by applicable federal, state and local health authorities (such laws, orders, directives, guidelines, recommendations and health and safety protocols, collectively, “COVID-19 Measures”).
(xii) To the extent that Professional has originated or otherwise participated in any program or benefit created or modified by the CARES Act, including accounts for which but not limited to the Paycheck Protection Program (“PPP”), it serves as a trusteehas done such in good faith and in compliance in all material respects with all Laws governing such program, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance including but not limited to all regulations and guidance issued by the SBA with the terms respect to loans originated pursuant to or in association with the PPP. Professional has not originated any loan under the PPP to any Insider, as the term is defined under Regulation O (12 C.F.R. Part 215).
(xiii) Professional maintains a written information privacy and security program and organizational, physical, administrative and technical measures regarding privacy, cyber security and data security (collectively, “Privacy and Security Policies”) that are commercially reasonable and that comply in all material respects with (i) all requirements of all applicable laws relating to the governing documents receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (both technical and physical), encryption, disposal, destruction, disclosure or transfer (collectively, “Processing”) of Personal Data (as defined below), (ii) all of Professional’s and each of its Subsidiaries’ policies and notices regarding Personal Data, and (iii) all of Professional’s and each of its Subsidiaries’ contractual obligations with respect to the Processing of Personal Data (collectively, “Data Protection Requirements”). Professional maintains reasonable measures to protect the privacy, confidentiality and security of all information that identifies, could be used to identify or is otherwise associated with an individual person or device or is otherwise covered by any “personal information” or similar definition under applicable Lawlaw (e.g., “personal data,” “personally identifiable information” or “IIPI) (collectively “Personal Data”) against any (i) unauthorized access, loss or misuse of Personal Data, (ii) unauthorized or unlawful operations performed upon Personal Data or (iii) other act or omission that compromises the privacy, security or confidentiality of Personal Data (clauses (i) through (iii), a “Security Breach”). None of it Professional has not experienced any Security Breach that would, individually or any in the aggregate, reasonably be expected to have a Material Adverse Effect on Professional or require a report to a Regulatory Agency. Within the three (3) year period prior to the date hereof, Professional and each of its Subsidiaries has committed any breach (i) complied in all material respects with all of trust their respective Privacy and Security Policies and applicable Data Protection Requirements, and (ii) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Data. To the Knowledge of Professional, there are no data security or fiduciary duty other technological vulnerabilities with respect to any such fiduciary accountits information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Professional.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (Seacoast Banking Corp of Florida)
Compliance with Permits, Laws and Orders. (i) It and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 (or, in the case of Itaú Colombia, since its incorporation) held in effect, all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), and no Default has occurred and is continuing under any Permit applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither it nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority
(A) asserting that it or any of its Subsidiaries is in Default under any Permits, Laws or Orders, (B) threatening to revoke any Permits or (C) requiring it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other agreement, consent decree, directive, commitment or memorandum of understanding or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There (A) is no unresolved violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it or any of its Subsidiaries and (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1, 2010.
(v) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 2 contracts
Sources: Transaction Agreement, Transaction Agreement
Compliance with Permits, Laws and Orders. (i) It and each Each of its Subsidiaries the Seller Entities has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith)conducted, and there has occurred no Default has occurred and is continuing under any such Permit applicable to their respective businesses or employees conducting their respective businesses.
(ii) Except as disclosed in Section 4.13 of the Seller Disclosure Memorandum, none of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1Except as disclosed in Section 4.13 of the Seller Disclosure Memorandum, 2011, neither it nor any none of its Subsidiaries the Seller Entities has received any notification or communication from any Governmental Authority (A) asserting that it Seller or any of its Subsidiaries is in Default under any of the Permits, Laws Laws, or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke any Permits Permits, or (C) requiring it Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board board of Directors directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There Except as disclosed in Section 4.13 of the Seller Disclosure Memorandum, there (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Seller or any of its Subsidiaries and Subsidiaries, (B) have been are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its Seller's or any of its Seller's Subsidiaries’ ' business, operations, policies policies, or procedures since January 1its inception, 2010.
and (vC) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciaryis not any pending or, including accounts for which it serves as a trusteeto Seller's Knowledge, fiduciariothreatened, agentnor has any Governmental Authority indicated an intention to conduct any, custodianinvestigation, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds review of it or any of its Subsidiaries, .
(iiiv) established or maintained any unlawful fund None of monies or other assets of it or the Seller Entities nor any of its Subsidiaries directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (iv1) made using any corporate funds for any unlawful bribe contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any Personforeign or domestic government official or employee from corporate funds, private (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or public(4) making any bribe, regardless rebate, payoff, influence payment, kickback, or other unlawful payment.
(vi) Each Seller Entity has complied in all respects with all requirements of formLaw under the Bank Secrecy Act and the USA Patriot Act, whether in moneyand each Seller Entity has timely filed all reports of suspicious activity and currency transaction reports, property including those required under 12 C.F.R. § 21.11, and with all suggestions and recommendations for compliance from Regulatory Authorities specifically addressed to Seller or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its SubsidiariesBank.
Appears in 2 contracts
Sources: Merger Agreement (El Banco Financial Corp), Merger Agreement (Nbog Bancorporation Inc)
Compliance with Permits, Laws and Orders. (i) It Business Bank and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material properties and assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to its their respective business or employees conducting its businesstheir respective businesses.
(ii) Neither it Business Bank nor any of its Subsidiaries is or has are and have not since December 31, 2016, been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ their business or employees conducting its or any of its Subsidiaries’ their business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither it Neither Business Bank nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it Business Bank or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits Permits, or (C) requiring or advising that it may require Business Bank or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its business, business or in any material manner relates to its capital adequacymanagement.
(iv) Business Bank and each of its Subsidiaries are and, its credit at all times since December 31, 2016, have been, in compliance with all Laws applicable to their business, operations, properties or reserve policiesassets, its managementincluding Sections 23A and 23B of the Federal Reserve Act, or the payment Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of dividends or any 2001, the Bank Secrecy Act, the Truth in Lending Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other policy or procedure, applicable fair lending Laws and neither it other Laws relating to discriminatory business practices.
(v) Neither Business Bank nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has received been ordered to pay any notice from civil money penalty by, or has been since December 31, 2016, a recipient of any supervisory letter from, or since December 31, 2016, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Business Bank or any of its Subsidiaries been advised in writing or, to the Knowledge of Business Bank, orally, since December 31, 2016, by any Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoingsuch Company Regulatory Agreement.
(ivvi) There (A) is no written, or to the Knowledge of Business Bank, oral unresolved violation violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Business Bank or any of its Subsidiaries and Subsidiaries, (B) have been no written, or to the Knowledge of Business Bank, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1December 31, 20102016, and (C) is not any pending or, to the Knowledge of Business Bank, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of Business Bank or any of its Subsidiaries.
(vvii) It Neither Business Bank nor the Bank (nor to the Knowledge of Business Bank any of their respective directors, executives, officers, employees or Representatives) (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(viii) Except as required by the Bank Secrecy Act, to the Knowledge of Business Bank, no employee of Business Bank or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Business Bank or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Business Bank nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Business Bank or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Business Bank or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Since December 31, 2016, Business Bank and each of its Subsidiaries have properly administered filed all accounts for which it acts as a fiduciaryreports and statements, including accounts for which it serves as a trusteetogether with any amendments required to be made with respect thereto, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents that Business Bank and applicable Law. None of it or any each of its Subsidiaries has committed was required to file with any breach Governmental Authority and all other reports and statements required to be filed by Business Bank and each of trust its Subsidiaries since December 31, 2016, including any report or fiduciary duty with respect statement required to be filed pursuant to the Laws of the United States, any such fiduciary accountstate or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and Business Bank and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith.
(vix) None of it or its Subsidiaries hasThe Bank is not authorized to act in any capacity as a corporate fiduciary.
(xi) Business Bank is, directly or indirectlyin all material respects, (i) used in compliance with any funds of it quarantine, "shelter in place", "stay at home", workforce reduction, social distancing, shut down, closure, sequester or any other law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in response to the COVID-19 pandemic, and have used commercially reasonable efforts to implement health and safety protocols at all worksites under the control of its Subsidiaries for unlawful contributionsBusiness Bank, unlawful giftsconsistent with guidance issued by applicable federal, unlawful entertainment state and local health authorities (such laws, orders, directives, guidelines, recommendations and health and safety protocols, collectively, “COVID-19 Measures”).
(xii) To the extent that Business Bank has originated or other expenses relating otherwise participated in any program or benefit created or modified by the CARES Act, including but not limited to political activitythe Paycheck Protection Program (“PPP”), (ii) made it has done such in good faith and in compliance in all material respects with all Laws governing such program, including but not limited to all regulations and guidance issued by the SBA with the respect to loans originated pursuant to or in association with the PPP. Business Bank has not originated any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment loan under the PPP to any PersonInsider, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesas the term is defined under Regulation O (12 C.F.R. Part 215).
Appears in 2 contracts
Sources: Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (Seacoast Banking Corp of Florida)
Compliance with Permits, Laws and Orders. (i) It and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and there has paid all fees and assessments due and payable in connection therewith), and occurred no Default has occurred and is continuing under any Permit applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiariesit, its or any of its Subsidiaries’ business or employees conducting its or any business. Each of its Subsidiaries’ business, including any applicable personal Subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of “satisfactory” or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsbetter.
(iii) Since January 1, 20112003, neither it nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it or any of its Subsidiaries is in Default under any Permits, Laws or Orders, (B) threatening to revoke any Permits or Permits, (C) requiring it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal or written supervisory or other agreement, consent decree, directive, commitment or commitment, memorandum of understanding understanding, board resolution, or other formal or informal enforcement action of any kind, or (yD) to adopt any policy, procedure threatening or resolution of its Board of Directors contemplating revocation or similar undertaking, which restricts the conduct of its businesslimitation of, or relates to its capital adequacywhich would have the effect of revoking or limiting, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and Federal Deposit Insurance Corporation (“FDIC”) deposit insurance; neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it or any of its Subsidiaries and (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1, 20102003.
(v) It and each of its Subsidiaries have properly administered all accounts There is no Order, circumstance or condition relevant or applicable to it that would prevent, or is reasonably likely to prevent, Regions from satisfying the criteria for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with “financial holding company” status under the terms of BHC Act after the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary accountEffective Time.
(vi) None of Neither it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or nor any of its Subsidiaries for unlawful contributionsis in Default under applicable consumer lending and compliance Laws, unlawful giftsthe Bank Secrecy Act, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it the Patriot Act or any Order issued with respect to anti-money laundering by the U.S. Department of its Subsidiaries, (iii) established or maintained any unlawful fund the Treasury’s Office of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its SubsidiariesForeign Assets Control.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It Professional and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material properties and assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to their respective business or employees conducting their respective businesses.
(ii) Neither Professional nor any of its Subsidiaries is and has not since December 31, 2016, been in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor . As of the date of this Agreement, none of Professional or any of its Subsidiaries is or has been since January 1, 2011 in Default under knows of any Laws or Orders applicable to it or any reason why all Regulatory Consents required for the consummation of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ businessthe transactions contemplated by this Agreement, including any applicable personal or financial data protectionthe Merger and the Bank Merger, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsshould not be obtained on a timely basis.
(iii) Since January 1, 2011, neither it Neither Professional nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it Professional or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits Permits, or (C) requiring or advising that it may require Professional or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its business, business or in any material manner relates to its capital adequacymanagement.
(iv) Professional and each of its Subsidiaries are and, its credit at all times since December 31, 2018, have been, in material compliance with all Laws applicable to their business, operations, properties or reserve policiesassets, its managementincluding Sections 23A and 23B of the Federal Reserve Act, or the payment Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of dividends or any 2001, the Bank Secrecy Act, the Truth in Lending Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other policy or procedure, applicable fair lending Laws and neither it other Laws relating to discriminatory business practices.
(v) Neither Professional nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has received been ordered to pay any notice from civil money penalty by, or has been since December 31, 2018, a recipient of any supervisory letter from, or since December 31, 2018, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Professional or any of its Subsidiaries been advised in writing or, to the Knowledge of Professional, orally, since December 31, 2018, by any Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoingsuch Company Regulatory Agreement.
(ivvi) There (A) is no written, or to the Knowledge of Professional, oral unresolved violation violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Professional or any of its Subsidiaries and Subsidiaries, (B) have been no written, or to the Knowledge of Professional, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1December 31, 20102018, and (C) is not any pending or, to the Knowledge of Professional, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of Professional or any of its Subsidiaries.
(vvii) It Neither Professional nor the Bank (nor, to the Knowledge of Professional, any of their respective directors, executives, officers, employees or Representatives) (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(viii) Except as required by the Bank Secrecy Act, to the Knowledge of Professional, no employee of Professional or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Professional or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Professional nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Professional or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Professional or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Since December 31, 2018, Professional and each of its Subsidiaries have properly administered filed all accounts for which it acts reports and statements, together with any amendments required to be made with respect thereto, that Professional and each of its Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Professional and each of its Subsidiaries since December 31, 2018, including any report or statement required to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and Professional and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith.
(x) The Bank is not authorized to act in any capacity as a corporate fiduciary.
(xi) Professional is, in all material respects, in compliance with any quarantine, "shelter in place", "stay at home", workforce reduction, social distancing, shut down, closure, sequester or any other law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in response to the COVID-19 pandemic, and have used commercially reasonable efforts to implement health and safety protocols at all worksites under the control of Professional, consistent with guidance issued by applicable federal, state and local health authorities (such laws, orders, directives, guidelines, recommendations and health and safety protocols, collectively, “COVID-19 Measures”).
(xii) To the extent that Professional has originated or otherwise participated in any program or benefit created or modified by the CARES Act, including accounts for which but not limited to the Paycheck Protection Program (“PPP”), it serves as a trusteehas done such in good faith and in compliance in all material respects with all Laws governing such program, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance including but not limited to all regulations and guidance issued by the SBA with the terms respect to loans originated pursuant to or in association with the PPP. Professional has not originated any loan under the PPP to any Insider, as the term is defined under Regulation O (12 C.F.R. Part 215).
(xiii) Professional maintains a written information privacy and security program and organizational, physical, administrative and technical measures regarding privacy, cyber security and data security (collectively, “Privacy and Security Policies”) that are commercially reasonable and that comply in all material respects with (i) all requirements of all applicable laws relating to the governing documents receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (both technical and physical), encryption, disposal, destruction, disclosure or transfer (collectively, “Processing”) of Personal Data (as defined below), (ii) all of Professional’s and each of its Subsidiaries’ policies and notices regarding Personal Data, and (iii) all of Professional’s and each of its Subsidiaries’ contractual obligations with respect to the Processing of Personal Data (collectively, “Data Protection Requirements”). Professional maintains reasonable measures to protect the privacy, confidentiality and security of all information that identifies, could be used to identify or is otherwise associated with an individual person or device or is otherwise covered by any “personal information” or similar definition under applicable Lawlaw (e.g., “personal data,” “personally identifiable information” or “IIPI) (collectively “Personal Data”) against any (i) unauthorized access, loss or misuse of Personal Data, (ii) unauthorized or unlawful operations performed upon Personal Data or (iii) other act or omission that compromises the privacy, security or confidentiality of Personal Data (clauses (i) through (iii), a “Security Breach”). None of it Professional has not experienced any Security Breach that would, individually or any in the aggregate, reasonably be expected to have a Material Adverse Effect on Professional or require a report to a Regulatory Agency. Within the three (3) year period prior to the date hereof, Professional and each of its Subsidiaries has committed any breach (i) complied in all material respects with all of trust their respective Privacy and Security Policies and applicable Data Protection Requirements, and (ii) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Data. To the Knowledge of Professional, there are no data security or fiduciary duty other technological vulnerabilities with respect to any such fiduciary accountits information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Professional.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It Fourth Street and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material properties and assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to their respective business or employees conducting their respective businesses.
(ii) Neither Fourth Street nor any of its Subsidiaries is and has not since December 31, 2015, been in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor . As of the date of this Agreement, none of Fourth Street or any of its Subsidiaries is or has been since January 1, 2011 in Default under knows of any Laws or Orders applicable to it or any reason why all Regulatory Consents required for the consummation of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ businessthe transactions contemplated by this Agreement, including any applicable personal or financial data protectionthe Merger and the Bank Merger, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsshould not be obtained on a timely basis.
(iii) Since January 1, 2011Except as set forth in Section 3.3(h)(iii) of the Company Disclosure Letter, neither it Fourth Street nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it Fourth Street or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits Permits, or (C) requiring or advising that it may require Fourth Street or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its business, business or in any material manner relates to its capital adequacymanagement.
(iv) Fourth Street and each of its Subsidiaries are and, its credit at all times since December 31, 2015, have been, in compliance with all Laws applicable to their business, operations, properties or reserve policiesassets, its managementincluding Sections 23A and 23B of the Federal Reserve Act, or the payment Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of dividends or any 2001, the Bank Secrecy Act, the Truth in Lending Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other policy or procedure, applicable fair lending Laws and neither it other Laws relating to discriminatory business practices.
(v) Neither Fourth Street nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has received been ordered to pay any notice from civil money penalty by, or has been since December 31, 2015, a recipient of any supervisory letter from, or since December 31, 2015, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Fourth Street or any of its Subsidiaries been advised in writing or, to the Knowledge of Fourth Street, orally, since December 31, 2015, by any Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoingsuch Company Regulatory Agreement.
(ivvi) There (A) is no written, or to the Knowledge of Fourth Street, oral unresolved violation violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Fourth Street or any of its Subsidiaries and Subsidiaries, (B) have been no written, or to the Knowledge of Fourth Street, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1December 31, 20102015, and (C) is not any pending or, to the Knowledge of Fourth Street, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of Fourth Street or any of its Subsidiaries.
(vvii) It Neither Fourth Street, the Bank (nor to the Knowledge of Fourth Street any of their respective directors, executives, officers, employees or Representatives) (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(viii) Except as required by the Bank Secrecy Act, to the Knowledge of Fourth Street, no employee of Fourth Street or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Fourth Street or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Fourth Street nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Fourth Street or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Fourth Street or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Since December 31, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and each of its Subsidiaries have properly administered filed all accounts for which it acts as a fiduciaryreports and statements, including accounts for which it serves as a trusteetogether with any amendments required to be made with respect thereto, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents that Fourth Street and applicable Law. None of it or any each of its Subsidiaries has committed was required to file with any breach Governmental Authority and all other reports and statements required to be filed by Fourth Street and each of trust its Subsidiaries since December 31, 2015, including any report or fiduciary duty with respect statement required to be filed pursuant to the Laws of the United States, any such fiduciary accountstate or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and Fourth Street and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith.
(vix) None of it or its Subsidiaries has, directly or indirectly, (i) used The Bank is not authorized to act in any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariescapacity as a corporate fiduciary.
Appears in 1 contract
Sources: Merger Agreement (Seacoast Banking Corp of Florida)
Compliance with Permits, Laws and Orders. (i) It Merchants and each of its Subsidiaries has have in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has have made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries them to own, lease or operate its material their respective properties and assets and to carry on its business their respective businesses as now conducted (and has have paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any material Permit applicable to its business or their respective businesses or, to the Knowledge of Merchants, employees conducting its businesstheir respective businesses.
(ii) Neither it nor any Merchants and each of its Subsidiaries is or has been are, and at all times since January 1December 31, 2011 2013 have been, in Default under any compliance in all material respects with all Laws or Orders applicable to it their businesses, operations, properties or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ businessassets, including any the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions fair lending Laws and Environmental Lawsother Laws relating to discriminatory business practices.
(iii) Since January 1, 2011, neither it Neither Merchants nor any of its Subsidiaries has received received, since December 31, 2013, any written, or to the Knowledge of Merchants, oral notification or communication from any Governmental Authority (A) asserting that it Merchants or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, or (B) threatening to revoke or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, any Permits or Permits.
(Civ) requiring it or Neither Merchants nor any of its Subsidiaries (x) is subject to enter into or consent to the issuance of a cease and any cease-and-desist order, written supervisory or other order or enforcement action issued by, or is a party to any written agreement, consent decree, directive, commitment agreement or memorandum of understanding with, or (y) is a party to adopt any policy, procedure or resolution of its Board of Directors commitment letter or similar undertakingundertaking to, which or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2013, a recipient of any supervisory letter from, or since December 31, 2013, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business, business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or reserve risk management policies, its managementmanagement or its business (each, whether or not set forth in the payment of dividends Merchants Disclosure Letter, a "Merchants Regulatory Agreement"), nor has Merchants or any other policy or procedure, and neither it nor any of its Subsidiaries has received been advised in writing or, to the Knowledge of Merchants, orally, since December 31, 2013, by any notice from a Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoing.
(iv) There (A) is no unresolved violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it or any of its Subsidiaries and (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1, 2010such Merchants Regulatory Agreement.
(v) It Merchants Bank has been in existence as a Vermont chartered bank for at least five (5) years. Each of Merchants and each Merchants Bank is "adequately capitalized" (as defined in applicable bank regulations) as of the date hereof.
(vi) Neither Merchants nor any of its Subsidiaries have properly administered all accounts (nor to Merchants' Knowledge any of their respective directors, executives, Representatives, agents or employees) (A) has used or is using any corporate funds for which it acts as a fiduciaryany illegal contribution, including accounts gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for which it serves as a trusteeany direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, fiduciario, agent, custodian, personal representative, guardian, conservator (C) has violated or investment advisor, in accordance with the terms is violating any provision of the governing documents Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption Laws (collectively, the "Anti-Corruption Laws") or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment. Merchants and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Merchants and its Subsidiaries with all applicable LawAnti-Corruption Laws.
(vii) Merchants and its Subsidiaries are and since December 31, 2011 have been conducting operations at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of all money laundering Laws administered or enforced by any Governmental Authority in jurisdictions where Merchants and its Subsidiaries conduct business (collectively, the "Anti-Money Laundering Laws"). None Merchants and its Subsidiaries have established and maintain a system of it internal controls designed to ensure compliance by Merchants and its Subsidiaries with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws.
(viii) Except as required by the Bank Secrecy Act, to Merchants' Knowledge, no employee of Merchants or any of its Subsidiaries has committed any breach of trust provided or fiduciary duty with respect is providing information to any such fiduciary account.
(vi) None law enforcement agency regarding the commission or possible commission of it any crime or its Subsidiaries has, directly the violation or indirectly, (i) used possible violation of any funds of it applicable Law by Merchants or any of its Subsidiaries for unlawful contributionsor any employee thereof acting in its capacity as such. Neither Merchants nor any of its Subsidiaries nor any officer, unlawful giftsemployee, unlawful entertainment contractor, subcontractor or agent of Merchants or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other expenses relating manner discriminated against any employee of Merchants or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Neither Merchants nor any of its Subsidiaries nor to political activitythe Knowledge of Merchants, (ii) made any unlawful payment to foreign domestic governmental officials director, officer, agent, employee or employees or to foreign or domestic political parties or campaigns from funds any other Person acting on behalf of it Merchants or any of its Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by any Governmental Authority (iii) established or maintained any unlawful fund of monies or other assets of it collectively, "Sanctions"), nor is Merchants or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions (iveach, a "Sanctioned Country"). For the past five (5) made years, Merchants and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any unlawful bribe dealings or other unlawful payment transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. Merchants and its Subsidiaries have established and maintain a system of internal controls designed to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of provide reasonable assurances regarding compliance by Merchants and its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its SubsidiariesSubsidiaries with all applicable Sanctions.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It PBHC and each of its Subsidiaries has have in effect, effect all material Permits and have at all times since January 1, 2011 held in effect, all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries them to own, lease or operate its material their respective properties and assets and to carry on its business their respective businesses as now conducted (and has have paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to their respective businesses or employees conducting their respective businesses, except as has not and would not reasonably be expected to have a Material Adverse Effect.
(ii) Neither PBHC nor any of its Subsidiaries is, or has been since December 31, 2013, in Default in any material respect under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor any . As of the date of this Agreement, none of PBHCs or its Subsidiaries is knows of any reason why any Regulatory Approvals required to be obtained by PBHC or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any the Bank for the consummation of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsthe transactions contemplated by this Agreement should not be obtained on a timely basis.
(iii) Since January 1, 2011, neither it Neither PBHC nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it PBHC or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits Permits, or (C) requiring or advising that it may require PBHC or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its businessbusiness or in any material manner relates to its management.
(iv) PBHC and each of its Subsidiaries are and, at all times since December 31, 2013, have been, in compliance in all material respects with all Laws applicable to their businesses, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices.
(v) Neither PBHC nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2013, a recipient of any supervisory letter from, or since December 31, 2013, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or reserve risk management policies, its managementmanagement or its business (each, whether or not set forth in the payment of dividends PBHC Disclosure Schedule, a “Company Regulatory Agreement”), nor has PBHC or any other policy or procedure, and neither it nor any of its Subsidiaries has received been advised in writing or, orally, since December 31, 2013, by any notice from a Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoingsuch Company Regulatory Agreement.
(ivvi) There (A) there is no written unresolved violation by any Governmental Authority violation, criticism or exception with respect to any report or statement relating to any examinations or inspections of it PBHC or any of its Subsidiaries Subsidiaries, and (B) to the Knowledge of PBHC, there have been no written formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1December 31, 20102013.
(vvii) It Neither PBHC, the Bank nor to PBHC’s Knowledge any of their respective directors, executives, officers, employees or Representatives in their capacity as such, (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(viii) Except as required by the Bank Secrecy Act, to the Knowledge of PBHC, no employee of PBHC or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by PBHC or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither PBHC nor any Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of PBHC or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Since December 31, 2013, PBHC and each of its Subsidiaries have properly administered filed all accounts for which it acts as a fiduciaryreports and statements, including accounts for which it serves as a trusteetogether with any amendments required to be made with respect thereto, fiduciariothat PBHC and each of its Subsidiaries was required to file with any Governmental Authority, agent, custodian, personal representative, guardian, conservator or investment advisor, and PBHC and each of its Subsidiaries have paid all fees and assessments due and payable in accordance with the terms of the governing documents and applicable Law. None of it or connection therewith.
(x) Neither PBHC nor any of its Subsidiaries has committed is authorized to act in any breach of trust or fiduciary duty with respect to any such fiduciary accountcapacity as a corporate fiduciary.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It and each Each of its Subsidiaries the Seller Entities has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are material and required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith)conducted, and there has occurred no Default has occurred and is continuing under any such Permit applicable to their respective businesses or employees conducting their respective businesses.
(ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither it nor any None of its Subsidiaries the Seller Entities has received any notification or communication from any Governmental Authority Authority, (A) asserting that it Seller or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke any Permits Permits, or (C) requiring it Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts materially the conduct of its business, or in any material manner relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Seller or any of its Subsidiaries and Subsidiaries, (B) have been and no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its Seller's or any of its Seller's Subsidiaries’ ' business, operations, policies or procedures since January 1, 2010.
2001, and (vC) It and each of is not any pending or, to its Subsidiaries have properly administered all accounts for which it acts as a fiduciaryKnowledge, including accounts for which it serves as a trusteethreatened, fiduciarionor has any Governmental Authority indicated an intention to conduct any, agent, custodian, personal representative, guardian, conservator investigation or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds review of it or any of its Subsidiaries, .
(iiiv) established or maintained any unlawful fund None of monies or other assets of it or the Seller Entities nor any of its Subsidiaries directors, officers, employees or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (iv1) made using any corporate funds for any unlawful bribe contribution, gift, entertainment or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any Personforeign or domestic government official or employee from corporate funds, private (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or public(4) making any bribe, regardless rebate, payoff, influence payment, kickback or other unlawful payment.
(vi) Each Seller Entity has complied with all requirements of formLaw under the Bank Secrecy Act and the USA Patriot Act, whether in moneyand each Seller Entity has timely filed all reports of suspicious activity, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesincluding those required under 12 C.F.R. ss. 21.11.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It and each of its Subsidiaries The Company has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material properties and assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to its business or employees conducting its business.
(ii) Neither it nor any Except as set forth in Section 3.3(h)(ii) of its Subsidiaries the Company Disclosure Letter, the Company is or not and has not since December 31, 2015, been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or business. As of the date of this Agreement, the Company does not know of any reason why all Regulatory Approvals required for the consummation of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsthe transactions contemplated by this Agreement should not be obtained on a timely basis.
(iii) Since January 1Except as set forth in Section 3.3(h)(ii) of the Company Disclosure Letter, 2011, neither it nor any of its Subsidiaries the Company has not received any notification or communication from any Governmental Authority Authority, (A) asserting that it or any of its Subsidiaries the Company is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits Permits, or (C) requiring or advising that it or any of its Subsidiaries may require the Company (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its business or in any material manner relates to its management.
(iv) Except as set forth in Section 3.3(h)(ii) of the Company Disclosure Letter, the Company is and, at all times since December 31, 2015, has been, in compliance with all Laws applicable to its business, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices.
(v) The Company is not subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2015, a recipient of any supervisory letter from, or since December 31, 2015, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or reserve risk management policies, its managementmanagement or its business (each, whether or not set forth in the payment Company Disclosure Letter, a “Company Regulatory Agreement”), nor has the Company been advised in writing or, to the Knowledge of dividends the Company, orally, since December 31, 2015, by any Regulatory Authority or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoingsuch Company Regulatory Agreement.
(ivvi) There (A) is no written, or to the Knowledge of the Company, oral unresolved violation violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it or any of its Subsidiaries and the Company, (B) have been no written, or to the Knowledge of the Company, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1December 31, 20102015, and (C) is not any pending or, to the Knowledge of the Company, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of the Company.
(vvii) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciaryNeither the Company, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with nor to the terms of the governing documents and applicable Law. None of it or Company’s Knowledge any of its Subsidiaries directors, executives, officers, employees or Representatives (A) has committed used or is using any breach of trust or fiduciary duty with respect to corporate funds for any such fiduciary account.
(vi) None of it or its Subsidiaries hasillegal contribution, directly or indirectlygift, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses unlawful expense relating to political activity, (iiB) made has used or is using any unlawful payment to foreign domestic governmental officials corporate funds for any direct or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other indirect unlawful payment to any Personforeign or domestic government official or employee from corporate funds, private (C) has violated or publicis violating any provision of the Foreign Corrupt Practices Act of 1977, regardless of formas amended, whether in moneyor (D) has made any bribe, property unlawful rebate, payoff, influence payment, kickback or services, in each case to obtain favorable treatment in securing businessother unlawful payment.
(viii) Except as required by the Bank Secrecy Act, to obtain special concessions for it the Knowledge of the Company, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by the Company or any employee thereof acting in its capacity as such. Neither the Company nor any officer, employee, contractor, subcontractor or agent of its Subsidiariesthe Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Since December 31, 2015, the Company has filed all reports and statements, together with any amendments required to pay for favorable treatment for business secured be made with respect thereto, that the Company was required to file with any Governmental Authority and all other reports and statements required to be filed by the Company since December 31, 2015, including any report or statement required to pay for special concessions already obtained for it be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any of its Subsidiariesother Governmental Authority, have been so filed, and the Company has paid all fees and assessments due and payable in connection therewith.
(x) The Company is not authorized to act in any capacity as a corporate fiduciary.
Appears in 1 contract
Sources: Merger Agreement (Seacoast Banking Corp of Florida)
Compliance with Permits, Laws and Orders. (i) It and each Each of its Subsidiaries the Seller Entities has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith)conducted, and there has occurred no Default has occurred and is continuing under any such Permit applicable to their respective businesses or employees conducting their respective businesses.
(ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither it nor any None of its Subsidiaries the Seller Entities has received any notification or communication from any Governmental Authority (A) asserting that it Seller or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke any Permits Permits, or (C) requiring it Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Seller or any of its Subsidiaries and Subsidiaries, (B) have been are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its Seller’s or any of its Seller’s Subsidiaries’ business, operations, policies or procedures since January 1its inception, 2010.
and (vC) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciaryis not any pending or, including accounts for which it serves as a trusteeto Seller’s Knowledge, fiduciariothreatened, agentnor has any Governmental Authority indicated an intention to conduct any, custodian, personal representative, guardian, conservator investigation or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds review of it or any of its Subsidiaries, .
(iiiv) established or maintained any unlawful fund None of monies or other assets of it or the Seller Entities nor any of its Subsidiaries directors, officers, employees or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (iv1) made using any corporate funds for any unlawful bribe contribution, gift, entertainment or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any Personforeign or domestic government official or employee from corporate funds, private (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or public(4) making any bribe, regardless rebate, payoff, influence payment, kickback or other unlawful payment.
(vi) Each Seller Entity has complied with all requirements of formLaw under the Bank Secrecy Act and the USA Patriot Act, whether in moneyand each Seller Entity has timely filed all reports of suspicious activity, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesincluding those required under 12 C.F.R. § 21.11.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It The Company and each of its Subsidiaries has have in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has have made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries them to own, lease or operate its material their respective properties and assets and to carry on its business their respective businesses as now conducted (and has have paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to its business their respective businesses or employees conducting its businesstheir respective businesses.
(ii) Neither it nor any The Company and each of its Subsidiaries is or has been are, and at all times since January 1December 31, 2011 2013 have been, in Default under any compliance in all material respects with all Laws or Orders applicable to it their businesses, operations, properties or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsassets.
(iii) Since January 1, 2011, neither it Neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral notification or communication from any Governmental Authority (A) asserting that it the Company or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, or (B) threatening to revoke or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, any Permits or Permits.
(Civ) requiring it or Neither the Company nor any of its Subsidiaries (x) is subject to enter into or consent to the issuance of a cease and any cease-and-desist order, written supervisory or other order or enforcement action issued by, or is a party to any written agreement, consent decree, directive, commitment agreement or memorandum of understanding with, or (y) is a party to adopt any policy, procedure or resolution of its Board of Directors commitment letter or similar undertakingundertaking to, which or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2013, a recipient of any supervisory letter from, or since December 31, 2013, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business, or relates its ability to its capital adequacypay dividends, its credit management or reserve policiesits business (each, its managementwhether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has the Company or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received been advised in writing or, to the Knowledge of the Company, orally, since December 31, 2013, by any notice from a Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoing.
(iv) There (A) is no unresolved violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it or any of its Subsidiaries and (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1, 2010such Company Regulatory Agreement.
(v) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with Neither the terms of the governing documents and applicable Law. None of it or Company nor any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect (nor to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or the Company’s Knowledge any of its Subsidiaries their respective directors, executives, Representatives, agents or employees) (A) has used or is using any corporate funds for unlawful contributionsany illegal contribution, unlawful giftsgift, unlawful entertainment or other expenses unlawful expense relating to political activity, (iiB) made has used or is using any corporate funds for any direct or indirect unlawful payment to foreign domestic governmental officials or employees or to any foreign or domestic political parties government official or campaigns employee from funds corporate funds, (C) has violated or is violating any provision of it the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption Laws (collectively, the “Anti-Corruption Laws”) or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment. The Company and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by the Company and its Subsidiaries in all material respects with all applicable Anti-Corruption Laws.
(vi) The Company and its Subsidiaries are and since December 31, 2011 have been conducting operations at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of all money laundering Laws administered or enforced by any Governmental Authority in jurisdictions where the Company and its Subsidiaries conduct business (collectively, the “Anti-Money Laundering Laws”). The Company and its Subsidiaries have established and maintain a system of internal controls designed to ensure compliance by the Company and its Subsidiaries in all material respects with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws.
(vii) Neither the Company nor any of its Subsidiaries nor to the Knowledge of the Company, any director, officer, agent, employee or any other Person acting on behalf of the Company or any of its Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by any Governmental Authority (iii) established or maintained any unlawful fund of monies or other assets of it collectively, “Sanctions”), nor is the Company or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions (iveach, a “Sanctioned Country”). For the past five (5) made years, the Company and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any unlawful bribe dealings or other unlawful payment transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its Subsidiaries have established and maintain a system of internal controls designed to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of provide reasonable assurances regarding compliance by the Company and its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its SubsidiariesSubsidiaries with all applicable Sanctions.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It Holding and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and there has paid all fees and assessments due and payable in connection therewith), and occurred no Default has occurred and is continuing under any Permit applicable to their respective businesses or employees conducting their respective businesses.
(ii) Neither Holding nor any of its Subsidiaries is in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor any . As of the date of this Agreement, none of Holdings or its Subsidiaries is or has been since January 1, 2011 in Default under knows of any Laws or Orders applicable to it or any reason why all Regulatory Approvals required for the consummation of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsthe transactions contemplated by this Agreement should not be obtained on a timely basis.
(iii) Since January 1, 2011, neither it Neither Holding nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it Holding or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke any Permits Permits, or (C) requiring or advising that it may require Holding or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its business, business or in any material manner relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There Holding and each of its Subsidiaries are and, at all times since January 1, 2012, have been, in compliance with all Laws applicable to their businesses, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act and all other applicable fair lending laws and other laws relating to discriminatory business practices.
(v) Except as described in Section 3.3(h)(v) of the Company Disclosure Letter there (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Holding or any of its Subsidiaries and Subsidiaries, (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since December 31, 2011, and (C) is not any pending or, to the Knowledge of Holding, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of Holding or any of its Subsidiaries.
(vi) Neither Holding, the Bank (nor to the Company’s Knowledge any of their respective directors, executives, representatives, agents or employees) (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(vii) Except as required by the Bank Secrecy Act, to Company’s Knowledge, no employee of Holding or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Holding or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Holding nor any Subsidiary nor any officer, employee, contractor, subcontractor or agent of Holding or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Holding or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(viii) Since January 1, 2010.
(v) It 2012, Holding and each of its Subsidiaries have properly administered filed all accounts for which it acts as a fiduciaryreports and statements, including accounts for which it serves as a trusteetogether with any amendments required to be made with respect thereto, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents that Holding and applicable Law. None of it or any each of its Subsidiaries has committed was required to file with any breach Governmental Authority and all other reports and statements required to be filed by Holding and each of trust its Subsidiaries since January 1, 2012, including any report or fiduciary duty with respect statement required to be filed pursuant to the Laws of the United States, any such fiduciary accountstate or political subdivision, any foreign jurisdiction, or any other Governmental Authority have been so filed, and Holding and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith.
(viix) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating The Bank is authorized to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesact as a corporate fiduciary.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Seacoast Banking Corp of Florida)
Compliance with Permits, Laws and Orders. (i) It and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and has paid all fees Raindance and assessments due and payable its Subsidiaries are not in connection therewith), and no Default has occurred and is continuing under any Permit applicable to its business their respective businesses or employees conducting its businesstheir respective businesses.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither Neither it nor any of its Subsidiaries has received any notification or communication from any Governmental Authority since January 1, 2005 (or prior to such date, where the matters described in such notification or communication remain unresolved), (A) asserting that it or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke any Permits Permits, or (C) requiring it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts materially the conduct of its business, or in any material manner relates to its capital adequacy, its credit or reserve policies, its management, or the payment management in their capacity as management of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoingRaindance.
(iv) There (A) is no unresolved violation or exception by any Governmental Authority with respect to any report or statement in its possession relating to any examinations or inspections of it or any of its Subsidiaries and Subsidiaries, (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ ' business, operations, policies or procedures since January 1, 2010.
2005 (vor after January 1, 2001 and prior to January 1, 2005, where such inquiry, disagreement or dispute remains unresolved), and (C) It and each of is not any pending or, to its Subsidiaries have properly administered all accounts for which it acts as a fiduciaryKnowledge, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator threatened adverse investigation or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or review by any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds Governmental Authority of it or any of its Subsidiaries, .
(iiiv) established or maintained any unlawful fund of monies or other assets of Neither it or nor any of its Subsidiaries directors, officers, employees or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (iv1) made using any corporate funds for any unlawful bribe contribution, gift, entertainment or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any Personforeign or domestic government official or employee from corporate funds, private (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or public(4) making any bribe, regardless of formrebate, whether in moneypayoff, property influence payment, kickback or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesother unlawful payment.
Appears in 1 contract
Sources: Merger Agreement (West Corp)
Compliance with Permits, Laws and Orders. (i) It and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and there has paid all fees and assessments due and payable in connection therewith), and occurred no Default has occurred and is continuing under any Permit applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiariesit, its or any of its Subsidiaries’ business or employees conducting its or any business. Each of its Subsidiaries’ business, including any applicable personal Subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of "satisfactory" or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsbetter.
(iii) Since January 1, 20112003, neither it nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it or any of its Subsidiaries is in Default under any Permits, Laws or Orders, (B) threatening to revoke any Permits or Permits, (C) requiring it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal or written supervisory or other agreement, consent decree, directive, commitment or commitment, memorandum of understanding understanding, board resolution, or other formal or informal enforcement action of any kind, or (yD) to adopt any policy, procedure threatening or resolution of its Board of Directors contemplating revocation or similar undertaking, which restricts the conduct of its businesslimitation of, or relates to its capital adequacywhich would have the effect of revoking or limiting, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and Federal Deposit Insurance Corporation ("FDIC") deposit insurance; neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it or any of its Subsidiaries and (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ ' business, operations, policies or procedures since January 1, 20102003.
(v) It and each of its Subsidiaries have properly administered all accounts There is no Order, circumstance or condition relevant or applicable to it that would prevent, or is reasonably likely to prevent, Regions from satisfying the criteria for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with "financial holding company" status under the terms of BHC Act after the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary accountEffective Time.
(vi) None of Neither it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or nor any of its Subsidiaries for unlawful contributionsis in Default under applicable consumer lending and compliance Laws, unlawful giftsthe Bank Secrecy Act, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it the Patriot Act or any Order issued with respect to anti-money laundering by the U.S. Department of its Subsidiaries, (iii) established or maintained any unlawful fund the Treasury's Office of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its SubsidiariesForeign Assets Control.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It NorthStar and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material properties and assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to their respective business or employees conducting their respective businesses.
(ii) Neither NorthStar nor any of its Subsidiaries is and has not since December 31, 2013, been in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor . As of the date of this Agreement, none of NorthStar or any of its Subsidiaries is or has been since January 1, 2011 in Default under knows of any Laws or Orders applicable to it or any reason why all Regulatory Consents required for the consummation of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ businessthe transactions contemplated by this Agreement, including any applicable personal or financial data protectionthe Merger and the Bank Merger, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsshould not be obtained on a timely basis.
(iii) Since January 1, 2011, neither it Neither NorthStar nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it NorthStar or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits Permits, or (C) requiring or advising that it may require NorthStar or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its business, business or in any material manner relates to its capital adequacymanagement.
(iv) NorthStar and each of its Subsidiaries are and, its credit at all times since December 31, 2013, have been, in compliance with all Laws applicable to their business, operations, properties or reserve policiesassets, its managementincluding Sections 23A and 23B of the Federal Reserve Act, or the payment Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of dividends or any 2001, the Bank Secrecy Act, the Truth in Lending Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other policy or procedure, applicable fair lending Laws and neither it other applicable Laws relating to discriminatory business practices.
(v) Neither NorthStar nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has received been ordered to pay any notice from civil money penalty by, or has been since December 31, 2013, a recipient of any supervisory letter from, or since December 31, 2013, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has NorthStar or any of its Subsidiaries been advised in writing or, to the Knowledge of NorthStar, orally, since December 31, 2013, by any Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoingsuch Company Regulatory Agreement.
(ivvi) There (A) is no written, or to the Knowledge of NorthStar, oral unresolved violation violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it NorthStar or any of its Subsidiaries and Subsidiaries, (B) have been no written, or to the Knowledge of NorthStar, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1December 31, 20102013, and (C) is not any pending or, to the Knowledge of NorthStar, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of NorthStar or any of its Subsidiaries.
(vvii) It Neither NorthStar, the Bank (nor to the Knowledge of NorthStar any of their respective directors, executives, officers, employees or Representatives) (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(viii) Except as required by the Bank Secrecy Act, to the Knowledge of NorthStar, no employee of NorthStar or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by NorthStar or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither NorthStar nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of NorthStar or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of NorthStar or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Since December 31, 2013, NorthStar and each of its Subsidiaries have properly administered filed all accounts for which it acts as a fiduciaryreports and statements, including accounts for which it serves as a trusteetogether with any amendments required to be made with respect thereto, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents that NorthStar and applicable Law. None of it or any each of its Subsidiaries has committed was required to file with any breach Governmental Authority and all other reports and statements required to be filed by NorthStar and each of trust its Subsidiaries since December 31, 2013, including any report or fiduciary duty with respect statement required to be filed pursuant to the Laws of the United States, any such fiduciary accountstate or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and NorthStar and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith.
(vix) None of it or its Subsidiaries has, directly or indirectly, (i) used The Bank is not authorized to act in any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariescapacity as a corporate fiduciary.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Seacoast Banking Corp of Florida)
Compliance with Permits, Laws and Orders. (i) It and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and has paid all fees Raindance and assessments due and payable its Subsidiaries are not in connection therewith), and no Default has occurred and is continuing under any Permit applicable to its business their respective businesses or employees conducting its businesstheir respective businesses.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither Neither it nor any of its Subsidiaries has received any notification or communication from any Governmental Authority since January 1, 2005 (or prior to such date, where the matters described in such notification or communication remain unresolved), (A) asserting that it or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke any Permits Permits, or (C) requiring it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts materially the conduct of its business, or in any material manner relates to its capital adequacy, its credit or reserve policies, its management, or the payment management in their capacity as management of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoingRaindance.
(iv) There (A) is no unresolved violation or exception by any Governmental Authority with respect to any report or statement in its possession relating to any examinations or inspections of it or any of its Subsidiaries and Subsidiaries, (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1, 2010.
2005 (vor after January 1, 2001 and prior to January 1, 2005, where such inquiry, disagreement or dispute remains unresolved), and (C) It and each of is not any pending or, to its Subsidiaries have properly administered all accounts for which it acts as a fiduciaryKnowledge, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator threatened adverse investigation or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or review by any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds Governmental Authority of it or any of its Subsidiaries, .
(iiiv) established or maintained any unlawful fund of monies or other assets of Neither it or nor any of its Subsidiaries directors, officers, employees or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (iv1) made using any corporate funds for any unlawful bribe contribution, gift, entertainment or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any Personforeign or domestic government official or employee from corporate funds, private (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or public(4) making any bribe, regardless of formrebate, whether in moneypayoff, property influence payment, kickback or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesother unlawful payment.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It Apollo and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material properties and assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to their respective business or employees conducting their respective businesses.
(ii) Neither Apollo nor any of its Subsidiaries is and has not since December 31, 2017, been in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor . As of the date of this Agreement, none of Apollo or any of its Subsidiaries is or has been since January 1, 2011 in Default under knows of any Laws or Orders applicable to it or any reason why all Regulatory Consents required for the consummation of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ businessthe transactions contemplated by this Agreement, including any applicable personal or financial data protectionthe Merger and the Bank Merger, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsshould not be obtained on a timely basis.
(iii) Since January 1Except as set forth in Section 3.3(h)(iii) of the Company Disclosure Letter, 2011since December 31, 2016, neither it Apollo nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it Apollo or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits Permits, or (C) requiring or advising that it may require Apollo or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its business, business or in any material manner relates to its capital adequacymanagement.
(iv) Apollo and each of its Subsidiaries are and, its credit at all times since December 31, 2017, have been, in compliance with all Laws applicable to their business, operations, properties or reserve policiesassets, its managementincluding Sections 23A and 23B of the Federal Reserve Act, or the payment Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of dividends or any 2001, the Bank Secrecy Act, the Truth in Lending Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other policy or procedure, applicable fair lending Laws and neither it other Laws relating to discriminatory business practices.
(v) Neither Apollo nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has received been ordered to pay any notice from civil money penalty by, or has been since December 31, 2017, a recipient of any supervisory letter from, or since December 31, 2017, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Apollo or any of its Subsidiaries been advised in writing or, to the Knowledge of Apollo, orally, since December 31, 2017, by any Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoingsuch Company Regulatory Agreement.
(ivvi) There (A) is no written, or to the Knowledge of Apollo, oral unresolved violation violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Apollo or any of its Subsidiaries and Subsidiaries, (B) have been no written, or to the Knowledge of Apollo, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1December 31, 20102017, and (C) is not any pending or, to the Knowledge of Apollo, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of Apollo or any of its Subsidiaries.
(vvii) It Neither Apollo, the Bank (nor to the Knowledge of Apollo any of their respective directors, executives, officers, employees or Representatives) (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(viii) Except as required by the Bank Secrecy Act, to the Knowledge of Apollo, no employee of Apollo or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Apollo or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Apollo nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Apollo or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Apollo or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Since December 31, 2017, Apollo and each of its Subsidiaries have properly administered filed all accounts for which it acts reports and statements, together with any amendments required to be made with respect thereto, that Apollo and each of its Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Apollo and each of its Subsidiaries since December 31, 2017, including any report or statement required to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and Apollo and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith.
(x) The Bank is not authorized to act in any capacity as a corporate fiduciary.
(xi) Apollo is, in all material respects, in compliance with any quarantine, "shelter in place", "stay at home", workforce reduction, social distancing, shut down, closure, sequester or any other law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in response to the COVID-19 pandemic, and have used commercially reasonable efforts to implement health and safety protocols at all worksites under the control of Apollo, consistent with guidance issued by applicable federal, state and local health authorities (such laws, orders, directives, guidelines, recommendations and health and safety protocols, collectively, “COVID-19 Measures”).
(xii) To the extent that Apollo has originated or otherwise participated in any program or benefit created or modified by the CARES Act, including accounts for which but not limited to the Paycheck Protection Program (“PPP”), it serves as a trusteehas done such in good faith and in compliance in all material respects with all Laws governing such program, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance including but not limited to all regulations and guidance issued by the SBA with the terms respect to loans originated pursuant to or in association with the PPP. Apollo has not originated any loan under the PPP to any Insider, as the term is defined under Regulation O (12 C.F.R. Part 215).
(xiii) Apollo maintains a written information privacy and security program and organizational, physical, administrative and technical measures regarding privacy, cyber security and data security (collectively, “Privacy and Security Policies”) that are commercially reasonable and that comply in all material respects with (i) all requirements of all applicable laws relating to the governing documents receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (both technical and physical), encryption, disposal, destruction, disclosure or transfer (collectively, “Processing”) of Personal Data (as defined below), (ii) all of Apollo’s and each of its Subsidiaries’ policies and notices regarding Personal Data, and (iii) all of Apollo’s and each of its Subsidiaries’ contractual obligations with respect to the Processing of Personal Data (collectively, “Data Protection Requirements”). Apollo maintains measures reasonably comparable to those maintained by other banking organizations of similar size and complexity to protect the privacy, confidentiality and security of all information that identifies, could be used to identify or is otherwise associated with an individual person or device or is otherwise covered by any “personal information” or similar definition under applicable Lawlaw (e.g., “personal data,” “personally identifiable information” or “IPII”) (collectively “Personal Data”) against any (i) unauthorized access, loss or misuse of Personal Data, (ii) unauthorized or unlawful operations performed upon Personal Data or (iii) other act or omission that compromises the privacy, security or confidentiality of Personal Data (clauses (i) through (iii), a “Security Breach”). None of it Since December 31, 2017, Apollo has not experienced any Security Breach that would, individually or any in the aggregate, reasonably be expected to have a Material Adverse Effect on Apollo or require a report to a Regulatory Agency. Within the three (3) year period prior to the date hereof, Apollo and each of its Subsidiaries has committed any breach (i) complied in all material respects with all of trust their respective Privacy and Security Policies and applicable Data Protection Requirements, and (ii) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Data. To the Knowledge of Apollo, there are no data security or fiduciary duty other technological vulnerabilities with respect to any such fiduciary accountits information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Apollo.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (Seacoast Banking Corp of Florida)
Compliance with Permits, Laws and Orders. (i) It Each of the Company and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and there has paid all fees and assessments due and payable in connection therewith), and occurred no Default has occurred and is continuing under any Permit applicable to its business or employees conducting its respective business.
(ii) Neither the Company nor any of its Subsidiaries is in Default under any Laws or Orders applicable to its business or employees conducting its business.
(iiiii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither it the Company nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it the Company or any of its Subsidiaries is in Default under any of the Permits, Laws or Orders, which such Governmental Authority enforces, (B) threatening to revoke any Permits or Permits, (C) requiring or advising that it may require the Company or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its business, business or in any material manner relates to its capital adequacy, its credit management or reserve policies, its management, (D) requiring or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority advising that it is considering issuing may prohibit or requiring any substantially delay the consummation of transactions of the foregoingsort contemplated by this Agreement.
(iv) There (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it the Company or any of its Subsidiaries and Subsidiaries, (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its the Company’s or any of its Subsidiaries’ businessbusinesses, operations, policies or procedures since January 1, 20102005, and (C) is no pending or, to its Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of the Company or any of its Subsidiaries.
(v) It Neither the Company, nor any of its subsidiaries, nor any of their directors, officers, employees or Representatives acting on their behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, anything of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (A) using any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (B) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) making any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
(vi) Except as required by the Bank Secrecy Act, to the Company’s Knowledge, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by the Company or any of its Subsidiaries or any employee thereof acting in such capacity. Neither the Company nor any Subsidiary nor any officer, employee, contractor, subcontractor or agent of the Company or any Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(vii) Since January 1, 2005, the Company and each of its Subsidiaries have properly administered filed all accounts for which it acts as a fiduciaryreports and statements, including accounts for which it serves as a trusteetogether with any amendments required to be made with respect thereto, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with that the terms of the governing documents Company and applicable Law. None of it or any each of its Subsidiaries has committed were required to file with any breach of trust or fiduciary duty with respect Governmental Authority and all other reports and statements required to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any be filed by the Company and each of its Subsidiaries for unlawful contributionssince January 1, unlawful gifts2005, unlawful entertainment including any report or other expenses relating statement required to be filed pursuant to the Laws of the United States, any state or political activitysubdivision, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it jurisdiction, or any of its Subsidiariesother Governmental Authority have been so filed, (iii) established or maintained any unlawful fund of monies or other assets of it or any and the Company and each of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether have paid all fees and assessments due and payable in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesconnection therewith.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It and each Each of its Subsidiaries the Seller Entities has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are material and required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith)conducted, and there has occurred no Default has occurred and is continuing under any such Permit applicable to their respective businesses or employees conducting their respective businesses.
(ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither it nor any None of its Subsidiaries the Seller Entities has received any notification or communication from any Governmental Authority Authority, (A) asserting that it Seller or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke any Permits Permits, or (C) requiring it Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts materially the conduct of its business, or in any material manner relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Seller or any of its Subsidiaries and Subsidiaries, (B) have been and no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its Seller’s or any of its Seller’s Subsidiaries’ business, operations, policies or procedures since January 1, 2010.
2001, and (vC) It and each of is not any pending or, to its Subsidiaries have properly administered all accounts for which it acts as a fiduciaryKnowledge, including accounts for which it serves as a trusteethreatened, fiduciarionor has any Governmental Authority indicated an intention to conduct any, agent, custodian, personal representative, guardian, conservator investigation or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds review of it or any of its Subsidiaries, .
(iiiv) established or maintained any unlawful fund None of monies or other assets of it or the Seller Entities nor any of its Subsidiaries directors, officers, employees or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (iv1) made using any corporate funds for any unlawful bribe contribution, gift, entertainment or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any Personforeign or domestic government official or employee from corporate funds, private (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or public(4) making any bribe, regardless rebate, payoff, influence payment, kickback or other unlawful payment.
(vi) Each Seller Entity has complied with all requirements of formLaw under the Bank Secrecy Act and the USA Patriot Act, whether in moneyand each Seller Entity has timely filed all reports of suspicious activity, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesincluding those required under 12 C.F.R. § 21.11.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It D▇▇▇▇▇▇▇ and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material properties and assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to their respective business or employees conducting their respective businesses.
(ii) Neither D▇▇▇▇▇▇▇ nor any of its Subsidiaries is and has not since December 31, 2016, been in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor . As of the date of this Agreement, none of D▇▇▇▇▇▇▇ or any of its Subsidiaries is or has been since January 1, 2011 in Default under knows of any Laws or Orders applicable to it or any reason why all Regulatory Consents required for the consummation of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ businessthe transactions contemplated by this Agreement, including any applicable personal or financial data protectionthe Merger and the Bank Merger, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsshould not be obtained on a timely basis.
(iii) Since January 1, 2011, neither it Neither D▇▇▇▇▇▇▇ nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it D▇▇▇▇▇▇▇ or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits Permits, or (C) requiring or advising that it may require D▇▇▇▇▇▇▇ or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its business, business or in any material manner relates to its capital adequacymanagement.
(iv) D▇▇▇▇▇▇▇ and each of its Subsidiaries are and, its credit at all times since December 31, 2018, have been, in material compliance with all Laws applicable to their business, operations, properties or reserve policiesassets, its managementincluding Sections 23A and 23B of the Federal Reserve Act, or the payment Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of dividends or any 2001, the Bank Secrecy Act, the Truth in Lending Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other policy or procedure, applicable fair lending Laws and neither it other Laws relating to discriminatory business practices.
(v) Neither D▇▇▇▇▇▇▇ nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has received been ordered to pay any notice from civil money penalty by, or has been since December 31, 2018, a recipient of any supervisory letter from, or since December 31, 2018, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has D▇▇▇▇▇▇▇ or any of its Subsidiaries been advised in writing or, to the Knowledge of D▇▇▇▇▇▇▇, orally, since December 31, 2018, by any Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoingsuch Company Regulatory Agreement.
(ivvi) There (A) is no written, or to the Knowledge of D▇▇▇▇▇▇▇, oral unresolved violation violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it D▇▇▇▇▇▇▇ or any of its Subsidiaries and Subsidiaries, (B) have been no written, or to the Knowledge of D▇▇▇▇▇▇▇, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1December 31, 20102018, and (C) is not any pending or, to the Knowledge of D▇▇▇▇▇▇▇, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of D▇▇▇▇▇▇▇ or any of its Subsidiaries.
(vvii) It Neither D▇▇▇▇▇▇▇, the Bank (nor to the Knowledge of D▇▇▇▇▇▇▇ any of their respective directors, executives, officers, employees or Representatives) (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(viii) Except as required by the Bank Secrecy Act, to the Knowledge of D▇▇▇▇▇▇▇, no employee of D▇▇▇▇▇▇▇ or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by D▇▇▇▇▇▇▇ or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither D▇▇▇▇▇▇▇ nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of D▇▇▇▇▇▇▇ or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of D▇▇▇▇▇▇▇ or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Since December 31, 2018, D▇▇▇▇▇▇▇ and each of its Subsidiaries have properly administered filed all accounts for which it acts reports and statements, together with any amendments required to be made with respect thereto, that D▇▇▇▇▇▇▇ and each of its Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by D▇▇▇▇▇▇▇ and each of its Subsidiaries since December 31, 2018, including any report or statement required to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and D▇▇▇▇▇▇▇ and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith.
(x) The Bank is not authorized to act in any capacity as a corporate fiduciary.
(xi) D▇▇▇▇▇▇▇ is, in all material respects, in compliance with any quarantine, "shelter in place", "stay at home", workforce reduction, social distancing, shut down, closure, sequester or any other law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in response to the COVID-19 pandemic, and have used commercially reasonable efforts to implement health and safety protocols at all worksites under the control of D▇▇▇▇▇▇▇, consistent with guidance issued by applicable federal, state and local health authorities (such laws, orders, directives, guidelines, recommendations and health and safety protocols, collectively, “COVID-19 Measures”).
(xii) To the extent that D▇▇▇▇▇▇▇ has originated or otherwise participated in any program or benefit created or modified by the CARES Act, including accounts for which but not limited to the Paycheck Protection Program (“PPP”), it serves as a trusteehas done such in good faith and in compliance in all material respects with all Laws governing such program, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance including but not limited to all regulations and guidance issued by the SBA with the terms respect to loans originated pursuant to or in association with the PPP. D▇▇▇▇▇▇▇ has not originated any loan under the PPP to any Insider, as the term is defined under Regulation O (12 C.F.R. Part 215).
(xiii) D▇▇▇▇▇▇▇ maintains a written information privacy and security program and organizational, physical, administrative and technical measures regarding privacy, cyber security and data security (collectively, “Privacy and Security Policies”) that are commercially reasonable and that comply in all material respects with (i) all requirements of all applicable laws relating to the governing documents receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (both technical and physical), encryption, disposal, destruction, disclosure or transfer (collectively, “Processing”) of Personal Data (as defined below), (ii) all of D▇▇▇▇▇▇▇’▇ and each of its Subsidiaries’ policies and notices regarding Personal Data, and (iii) all of D▇▇▇▇▇▇▇’▇ and each of its Subsidiaries’ contractual obligations with respect to the Processing of Personal Data (collectively, “Data Protection Requirements”). D▇▇▇▇▇▇▇ maintains reasonable measures to protect the privacy, confidentiality and security of all information that identifies, could be used to identify or is otherwise associated with an individual person or device or is otherwise covered by any “personal information” or similar definition under applicable Lawlaw (e.g., “personal data,” “personally identifiable information” or “IPII”) (collectively “Personal Data”) against any (i) unauthorized access, loss or misuse of Personal Data, (ii) unauthorized or unlawful operations performed upon Personal Data or (iii) other act or omission that compromises the privacy, security or confidentiality of Personal Data (clauses (i) through (iii), a “Security Breach”). None of it D▇▇▇▇▇▇▇ has not experienced any Security Breach that would, individually or any in the aggregate, reasonably be expected to have a Material Adverse Effect on D▇▇▇▇▇▇▇ or require a report to a Regulatory Agency. Within the three (3) year period prior to the date hereof, D▇▇▇▇▇▇▇ and each of its Subsidiaries has committed any breach (i) complied in all material respects with all of trust their respective Privacy and Security Policies and applicable Data Protection Requirements, and (ii) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Data. To the Knowledge of D▇▇▇▇▇▇▇, there are no data security or fiduciary duty other technological vulnerabilities with respect to any such fiduciary accountits information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on D▇▇▇▇▇▇▇.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (Seacoast Banking Corp of Florida)
Compliance with Permits, Laws and Orders. (i) It Holding and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and there has paid all fees and assessments due and payable in connection therewith), and occurred no Default has occurred and is continuing under any Permit applicable to their respective businesses or employees conducting their respective businesses.
(ii) Neither Holding nor any of its Subsidiaries is in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor any . As of the date of this Agreement, none of Holdings or its Subsidiaries is or has been since January 1, 2011 in Default under knows of any Laws or Orders applicable to it or any reason why all Regulatory Approvals required for the consummation of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsthe transactions contemplated by this Agreement should not be obtained on a timely basis.
(iii) Since January 1, 2011, neither it Neither Holding nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it Holding or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke any Permits Permits, or (C) requiring or advising that it may require Holding or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its business, business or in any material manner relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) Holding and each of its Subsidiaries are and, at all times since January 1, 2011, have been, in compliance with all Laws applicable to their businesses, operations, properties or assets, including the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act and all other applicable fair lending laws and other laws relating to discriminatory business practices.
(v) There (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Holding or any of its Subsidiaries and Subsidiaries, (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since December 31, 2010, and (C) is not any pending or, to its Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of Holding or any of its Subsidiaries.
(vi) Neither Holding, the Bank (nor to the Company’s Knowledge any of their respective directors, executives, representatives, agents or employees) (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(vii) Except as required by the Bank Secrecy Act, to Company’s Knowledge, no employee of Holding or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Holding or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Holding nor any Subsidiary nor any officer, employee, contractor, subcontractor or agent of Holding or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Holding or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(viii) Since January 1, 2010.
(v) It 2011, Holding and each of its Subsidiaries have properly administered filed all accounts for which it acts as a fiduciaryreports and statements, together with any amendments required to be made with respect thereto, that Holding and each of its Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Holding and each of its Subsidiaries since January 1, 2011, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator any report or investment advisor, in accordance with statement required to be filed pursuant to the terms Laws of the governing documents United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority have been so filed, and applicable Law. None Holding and each of it or its Subsidiaries have paid all fees and assessments due and payable in connection therewith.
(ix) Neither Holding nor any of its Subsidiaries has committed is authorized to act in any breach of trust or fiduciary duty with respect to any such fiduciary accountcapacity as a corporate fiduciary.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (Seacoast Banking Corp of Florida)
Compliance with Permits, Laws and Orders. (i) It and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 (or, in the case of Itaú Colombia, since its incorporation) held in effect, all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), and no Default has occurred and is continuing under any Permit applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ ' business or employees conducting its or any of its Subsidiaries’ ' business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither it nor any of its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that it or any of its Subsidiaries is in Default under any Permits, Laws or Orders, (B) threatening to revoke any Permits or (C) requiring it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other agreement, consent decree, directive, commitment or memorandum of understanding or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There (A) is no unresolved violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it or any of its Subsidiaries and (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ ' business, operations, policies or procedures since January 1, 2010.
(v) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It Heartland and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material properties and assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to their respective business or employees conducting their respective businesses.
(ii) Neither Heartland nor any of its Subsidiaries is and has not since December 31, 2020, been in material Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor . As of the date of this Agreement, none of Heartland or any of its Subsidiaries is or has been since January 1, 2011 in Default under knows of any Laws or Orders applicable to it or any reason why all Regulatory Consents required for the consummation of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ businessthe transactions contemplated by this Agreement, including any applicable personal or financial data protectionthe Merger and the Bank Merger, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsshould not be obtained on a timely basis.
(iii) Since January 1, 2011, neither it Neither Heartland nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it Heartland or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits Permits, or (C) requiring or advising that it may require Heartland or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its business, business or in any material manner relates to its capital adequacymanagement.
(iv) Heartland and each of its Subsidiaries are and, its credit at all times since December 31, 2020, have been, in material compliance with all Laws applicable to their business, operations, properties or reserve policiesassets, its managementincluding Sections 23A and 23B of the Federal Reserve Act, or the payment Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of dividends or any 2001, the Bank Secrecy Act, the Truth in Lending Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other policy or procedure, applicable fair lending Laws and neither it other Laws relating to discriminatory business practices.
(v) Neither Heartland nor any of its Subsidiaries is subject to any cease-and- desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has received been ordered to pay any notice from civil money penalty by, or has been since December 31, 2020, a recipient of any supervisory letter from, or since December 31, 2020, have adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, ability to pay dividends, credit or risk management policies, management or business (each, whether or not set forth in the Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Heartland or any of its Subsidiaries been advised in writing or, to the Knowledge of Heartland, orally, since December 31, 2020, by any Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoingsuch Company Regulatory Agreement.
(ivvi) There (A) is no written, or to the Knowledge of Heartland, oral unresolved violation violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Heartland or any of its Subsidiaries and Subsidiaries, (B) have been no written, or to the Knowledge of Heartland, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1December 31, 20102020, and (C) is not any pending or, to the Knowledge of Heartland, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of Heartland or any of its Subsidiaries.
(vvii) It Neither Heartland, the Bank (nor to the Knowledge of Heartland any of their respective directors, executives, officers, employees or Representatives) (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(viii) Except as required by the Bank Secrecy Act, to the Knowledge of Heartland, no employee of Heartland or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Heartland or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Heartland nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Heartland or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Heartland or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Since December 31, 2020, Heartland and each of its Subsidiaries have properly administered filed all accounts for which it acts reports and statements, together with any amendments required to be made with respect thereto, that Heartland and each of its Subsidiaries was required to file with any Governmental Authority and all other reports and statements required to be filed by Heartland and each of its Subsidiaries since December 31, 2020, including any report or statement required to be filed pursuant to the Laws of the United States, any state or political subdivision, any foreign jurisdiction, or any other Governmental Authority, have been so filed, and Heartland and each of its Subsidiaries have paid all fees and assessments due and payable in connection therewith.
(x) The Bank is not authorized to act in any capacity as a corporate fiduciary
(xi) Heartland maintains a written information privacy and security program and organizational, including accounts for which it serves physical, administrative and technical measures regarding privacy, cyber security and data security (collectively, “Privacy and Security Policies”) that are commercially reasonable and that comply in all material respects with (i) all requirements of all applicable laws relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (both technical and physical), encryption, disposal, destruction, disclosure or transfer (collectively, “Processing”) of Personal Data (as defined below), (ii) all of Heartland’s and each of its Subsidiaries’ policies and notices regarding Personal Data, and (iii) all of Heartland’s and each of its Subsidiaries’ contractual obligations with respect to the Processing of Personal Data (collectively, “Data Protection Requirements”). Heartland maintains reasonable measures to protect the privacy, confidentiality and security of all information that identifies, could be used to identify or is otherwise associated with an individual person or device or is otherwise covered by any “personal information” or similar definition under applicable law (e.g., “personal data,” “personally identifiable information” or “IPII”) (collectively “Personal Data”) against any (i) unauthorized access, loss or misuse of Personal Data, (ii) unauthorized or unlawful operations performed upon Personal Data or (iii) other act or omission that compromises the privacy, security or confidentiality of Personal Data (clauses (i) through (iii), a trustee“Security Breach”). Heartland has not experienced any Security Breach that would, fiduciarioindividually or in the aggregate, agentreasonably be expected to have a Material Adverse Effect on Heartland or require a report to a Regulatory Agency. Within the three (3) year period prior to the date hereof, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents Heartland and applicable Law. None of it or any each of its Subsidiaries has committed any breach (i) complied in all material respects with all of trust their respective Privacy and Security Policies and applicable Data Protection Requirements, and (ii) used commercially reasonable measures consistent with reasonable practices in the industry to ensure the confidentiality, privacy and security of Personal Data. To the Knowledge of Heartland, there are no data security or fiduciary duty other technological vulnerabilities with respect to any such fiduciary accountits information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Heartland.
(vixii) None of To the extent that Heartland has originated or otherwise participated in any program or benefit created or modified by the Coronavirus Aid, Relief, and Economic Security Act, including but not limited to the Paycheck Protection Program (“PPP”), it has done such in good faith and in compliance in all material respects with all Laws governing such program, including but not limited to all regulations and guidance issued by the SBA with respect to loans originated pursuant to or its Subsidiaries has, directly or indirectly, (i) used in association with the PPP. Heartland has not originated any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment loan under the PPP to any PersonInsider, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesas the term is defined under Regulation O (12 C.F.R. Part 215).
Appears in 1 contract
Sources: Merger Agreement (Seacoast Banking Corp of Florida)
Compliance with Permits, Laws and Orders. (i) It and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith), and no Default has occurred and is continuing under any Permit applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ ' business or employees conducting its or any of its Subsidiaries’ ' business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither it nor any of its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that it or any of its Subsidiaries is in Default under any Permits, Laws or Orders, (B) threatening to revoke any Permits or (C) requiring it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other agreement, consent decree, directive, commitment or memorandum of understanding or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There (A) is no unresolved violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it or any of its Subsidiaries and (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ ' business, operations, policies or procedures since January 1, 2010.
(v) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It and each Each of its Subsidiaries the Seller Entities has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith)conducted, and there has occurred no Default has occurred and is continuing under any such Permit applicable to their respective businesses or employees conducting their respective businesses.
(ii) None of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1, 2011, neither it nor any None of its Subsidiaries the Seller Entities has received any notification or communication from any Governmental Authority (A) asserting that it Seller or any of its Subsidiaries is in Default under any of the Permits, Laws Laws, or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke any Permits Permits, or (C) requiring it Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Seller or any of its Subsidiaries and Subsidiaries, (B) have been are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its Seller’s or any of its Seller’s Subsidiaries’ business, operations, policies policies, or procedures since January 1its inception, 2010.
and (vC) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciaryis not any pending or, including accounts for which it serves as a trusteeto Seller’s Knowledge, fiduciariothreatened, agentnor has any Governmental Authority indicated an intention to conduct, custodian, personal representative, guardian, conservator any investigation or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it review (other than regular or any of its Subsidiaries has committed any breach of trust routine examinations or fiduciary duty with respect to any such fiduciary account.
(viinspections) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, .
(iiiv) established or maintained any unlawful fund None of monies or other assets of it or the Seller Entities nor any of its Subsidiaries directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (iv1) made using any corporate funds for any unlawful bribe contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any Personforeign or domestic government official or employee from corporate funds, private (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or public(4) making any bribe, regardless rebate, payoff, influence payment, kickback, or other unlawful payment.
(vi) Each Seller Entity has complied in all material respects with all requirements of formLaw under the Bank Secrecy Act and the USA Patriot Act, whether in moneyand each Seller Entity has timely filed all reports of suspicious activity, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesincluding those required under 12 C.F.R. § 353.3.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It GFHF and each of its Subsidiaries has have in effect, effect all material Permits and have at all times since January 1, 2011 held in effect, all Permits and has made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries them to own, lease or operate its material their respective properties and assets and to carry on its business their respective businesses as now conducted (and has have paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to their respective businesses or employees conducting their respective businesses, except as has not and would not reasonably be expected to have a Material Adverse Effect.
(ii) Neither GFHF nor any of its Subsidiaries is, or has been since December 31, 2013, in Default in any material respect under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor any . As of the date of this Agreement, none of GFHFs or its Subsidiaries is knows of any reason why any Regulatory Approvals required to be obtained by GFHF or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any each GBF Bank for the consummation of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsthe transactions contemplated by this Agreement should not be obtained on a timely basis.
(iii) Since January 1, 2011, neither it Neither GFHF nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it GFHF or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke or contemplating revocation or limitation of, or which could have the effect of revoking or limiting, any Permits Permits, or (C) requiring or advising that it may require GFHF or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which undertaking that restricts materially the conduct of its businessbusiness or in any material manner relates to its management.
(iv) GFHF and each of its Subsidiaries are and, at all times since December 31, 2013, have been, in compliance in all material respects with all Laws applicable to their businesses, operations, properties or assets, including Sections 23A and 23B of the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices.
(v) Neither GFHF nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2013, a recipient of any supervisory letter from, or since December 31, 2013, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or reserve risk management policies, its managementmanagement or its business (each, whether or not set forth in the payment of dividends GFHF Disclosure Schedule, a “Company Regulatory Agreement”), nor has GFHF or any other policy or procedure, and neither it nor any of its Subsidiaries has received been advised in writing or, orally, since December 31, 2013, by any notice from a Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoingsuch Company Regulatory Agreement.
(ivvi) There (A) there is no written unresolved violation by any Governmental Authority violation, criticism or exception with respect to any report or statement relating to any examinations or inspections of it GFHF or any of its Subsidiaries Subsidiaries, and (B) to the Knowledge of GFHF, there have been no written formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1December 31, 20102013.
(vvii) It Neither GFHF nor each GBF Bank nor to GFHF’s Knowledge any of their respective directors, executives, officers, employees or Representatives in their capacity as such, (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(viii) Except as required by the Bank Secrecy Act, to the Knowledge of GFHF, no employee of GFHF or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by GFHF or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither GFHF nor any Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of GFHF or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Since December 31, 2013, GFHF and each of its Subsidiaries have properly administered filed all accounts for which it acts as a fiduciaryreports and statements, including accounts for which it serves as a trusteetogether with any amendments required to be made with respect thereto, fiduciariothat GFHF and each of its Subsidiaries was required to file with any Governmental Authority, agent, custodian, personal representative, guardian, conservator or investment advisor, and GFHF and each of its Subsidiaries have paid all fees and assessments due and payable in accordance with the terms of the governing documents and applicable Law. None of it or connection therewith.
(x) Neither GFHF nor any of its Subsidiaries has committed is authorized to act in any breach of trust or fiduciary duty with respect to any such fiduciary accountcapacity as a corporate fiduciary.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It Holdings and each of its Subsidiaries has have in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has have made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries them to own, lease or operate its material their respective properties and assets and to carry on its business their respective businesses as now conducted (and has have paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any Permit applicable to their respective businesses or employees conducting their respective businesses.
(ii) Neither Holdings nor any of its Subsidiaries is, or has been since December 31, 2012, in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor any . As of the date of this Agreement, none of Holdings or its Subsidiaries is or has been since January 1, 2011 in Default under knows of any Laws or Orders applicable to it or any reason why all Regulatory Consents required for the consummation of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsthe transactions contemplated by this Agreement should not be obtained on a timely basis.
(iii) Since January 1, 2011, neither it Neither Holdings nor any of its Subsidiaries has received any notification or communication from any Governmental Authority (A) asserting that it Holdings or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, or (B) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, any Permits.
(iv) Holdings and each of its Subsidiaries are, and at all times since December 31, 2012 have been, in compliance in all material respects with all Laws applicable to revoke any Permits their businesses, operations, properties or assets, including the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (CUSA PATRIOT) requiring it or Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable fair lending Laws and other Laws relating to discriminatory business practices.
(v) Neither Holdings nor any of its Subsidiaries (x) is subject to enter into or consent to the issuance of a cease and any cease-and-desist order, written supervisory or other order or enforcement action issued by, or is a party to any written agreement, consent decree, directive, commitment agreement or memorandum of understanding with, or (y) is a party to adopt any policy, procedure or resolution of its Board of Directors commitment letter or similar undertakingundertaking to, which or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2012, a recipient of any supervisory letter from, or since December 31, 2012, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business, business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or reserve risk management policies, its managementmanagement or its business (each, whether or not set forth in the payment of dividends Company Disclosure Letter, a “Company Regulatory Agreement”), nor has Holdings or any other policy or procedure, and neither it nor any of its Subsidiaries has received been advised in writing or, to the Knowledge of Holdings, orally, since December 31, 2012, by any notice from a Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoingsuch Company Regulatory Agreement.
(ivvi) There (A) is no unresolved violation written, or to the Knowledge of Holdings, oral violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Holdings or any of its Subsidiaries and Subsidiaries, (B) have been no written, or the Knowledge of Holdings, oral formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its Holdings’ or any of its Subsidiaries’ business, operations, policies or procedures since January 1December 31, 20102012, and (C) is not any pending or, to the Knowledge of Holdings, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation or review of Holdings or any of its Subsidiaries.
(vvii) It Neither Holdings nor the Bank (nor to Holdings’ Knowledge any of their respective directors, executives, representatives, agents or employees) (A) has used or is using any corporate funds for any illegal contribution, gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (C) has violated or is violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment.
(viii) Except as required by the Bank Secrecy Act, to Holdings’ Knowledge, no employee of Holdings or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Holdings or any of its Subsidiaries or any employee thereof acting in its capacity as such. Neither Holdings nor any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Holdings or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against any employee of Holdings or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Since December 31, 2012, Holdings and each of its Subsidiaries have properly administered filed all accounts for which it acts as a fiduciaryreports and statements, including accounts for which it serves as a trusteetogether with any amendments required to be made with respect thereto, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents that Holdings and applicable Law. None of it or any each of its Subsidiaries has committed was required to file with any breach of trust or fiduciary duty with respect Governmental Authority and all other reports and statements required to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any be filed by Holdings and each of its Subsidiaries for unlawful contributionssince December 31, unlawful gifts2012, unlawful entertainment including any report or other expenses relating statement required to be filed pursuant to the Laws of the United States, any state or political activitysubdivision, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it jurisdiction or any of its Subsidiariesother Governmental Authority, (iii) established or maintained any unlawful fund of monies or other assets of it or any have been so filed, and Holdings and each of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether have paid all fees and assessments due and payable in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesconnection therewith.
Appears in 1 contract
Sources: Merger Agreement (Seacoast Banking Corp of Florida)
Compliance with Permits, Laws and Orders. (i) It and Except as disclosed in Section 4.13(b)(i) of the Seller Disclosure Memorandum, each of its Subsidiaries the Seller Entities has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and has paid all fees and assessments due and payable in connection therewith)conducted, and there has occurred no Default has occurred and is continuing under any such Permit applicable to their respective businesses or employees conducting their respective businesses.
(ii) Except as disclosed in Section 4.13(b)(ii) of the Seller Disclosure Memorandum, none of the Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ business, including any applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Laws.
(iii) Since January 1Except as disclosed in Section 4.13(b)(iii) of the Seller Disclosure Memorandum, 2011, neither it nor any none of its Subsidiaries the Seller Entities has received any notification or communication from any Governmental Authority (A) asserting that it Seller or any of its Subsidiaries is in Default under any of the Permits, Laws Laws, or OrdersOrders which such Governmental Authority enforces, (B) threatening to revoke any Permits Permits, or (C) requiring it Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment commitment, or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There Except as disclosed in Section 4.13(b)(iv) of the Seller Disclosure Memorandum, there (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it Seller or any of its Subsidiaries and Subsidiaries, (B) have been are no notices or correspondence received by Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its Seller’s or any of its Seller’s Subsidiaries’ business, operations, policies policies, or procedures since January 1its inception, 2010.
and (vC) It and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciaryis not any pending or, including accounts for which it serves as a trusteeto Seller’s Knowledge, fiduciariothreatened, agentnor has any Governmental Authority indicated an intention to conduct any, custodianinvestigation, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds review of it or any of its Subsidiaries, .
(iiiv) established or maintained any unlawful fund None of monies or other assets of it or the Seller Entities nor any of its Subsidiaries directors, officers, employees, or Representatives acting on its behalf has offered, paid, or agreed to pay any Person, including any Government Authority, directly or indirectly, any thing of value for the purpose of, or with the intent of obtaining or retaining any business in violation of applicable Laws, including (iv1) made using any corporate funds for any unlawful bribe contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any Personforeign or domestic government official or employee from corporate funds, private (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or public(4) making any bribe, regardless rebate, payoff, influence payment, kickback, or other unlawful payment.
(vi) Each Seller Entity has complied in all material respects with all requirements of formLaw under the Bank Secrecy Act and the USA Patriot Act, whether in moneyand each Seller Entity has timely filed all reports of suspicious activity, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiariesincluding those required under 12 C.F.R. § 353.3.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It Merchants and each of its Subsidiaries has have in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has have made all filings, applications and registrations with Governmental Authorities that are required for it and each of its Subsidiaries them to own, lease or operate its material their respective properties and assets and to carry on its business their respective businesses as now conducted (and has have paid all fees and assessments due and payable in connection therewith), ) and there has occurred no Default has occurred and is continuing under any material Permit applicable to its business or their respective businesses or, to the Knowledge of Merchants, employees conducting its businesstheir respective businesses.
(ii) Neither it nor any Merchants and each of its Subsidiaries is or has been are, and at all times since January 1December 31, 2011 2013 have been, in Default under any compliance in all material respects with all Laws or Orders applicable to it their businesses, operations, properties or any of its Subsidiaries, its or any of its Subsidiaries’ business or employees conducting its or any of its Subsidiaries’ businessassets, including any the Federal Reserve Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, the Bank Secrecy Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act and all other applicable personal or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions fair lending Laws and Environmental Lawsother Laws relating to discriminatory business practices.
(iii) Since January 1, 2011, neither it Neither Merchants nor any of its Subsidiaries has received received, since December 31, 2013, any written, or to the Knowledge of Merchants, oral notification or communication from any Governmental Authority (A) asserting that it Merchants or any of its Subsidiaries is in Default under any of the Permits, Laws or OrdersOrders which such Governmental Authority enforces, or (B) threatening to revoke or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, any Permits or Permits.
(Civ) requiring it or Neither Merchants nor any of its Subsidiaries (x) is subject to enter into or consent to the issuance of a cease and any cease-and-desist order, written supervisory or other order or enforcement action issued by, or is a party to any written agreement, consent decree, directive, commitment agreement or memorandum of understanding with, or (y) is a party to adopt any policy, procedure or resolution of its Board of Directors commitment letter or similar undertakingundertaking to, which or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2013, a recipient of any supervisory letter from, or since December 31, 2013, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Authority or other Governmental Authority that currently restricts in any material respect the conduct of its business, business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or reserve risk management policies, its managementmanagement or its business (each, whether or not set forth in the payment of dividends Merchants Disclosure Letter, a “Merchants Regulatory Agreement”), nor has Merchants or any other policy or procedure, and neither it nor any of its Subsidiaries has received been advised in writing or, to the Knowledge of Merchants, orally, since December 31, 2013, by any notice from a Regulatory Authority or other Governmental Authority that it is considering issuing issuing, initiating, ordering or requiring requesting any of the foregoing.
(iv) There (A) is no unresolved violation by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it or any of its Subsidiaries and (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ business, operations, policies or procedures since January 1, 2010such Merchants Regulatory Agreement.
(v) It Merchants Bank has been in existence as a Vermont chartered bank for at least five (5) years. Each of Merchants and each Merchants Bank is “adequately capitalized” (as defined in applicable bank regulations) as of the date hereof.
(vi) Neither Merchants nor any of its Subsidiaries have properly administered all accounts (nor to Merchants’ Knowledge any of their respective directors, executives, Representatives, agents or employees) (A) has used or is using any corporate funds for which it acts as a fiduciaryany illegal contribution, including accounts gift, entertainment or other unlawful expense relating to political activity, (B) has used or is using any corporate funds for which it serves as a trusteeany direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, fiduciario, agent, custodian, personal representative, guardian, conservator (C) has violated or investment advisor, in accordance with the terms is violating any provision of the governing documents Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption Laws (collectively, the “Anti-Corruption Laws”) or (D) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment. Merchants and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable assurances regarding compliance by Merchants and its Subsidiaries with all applicable LawAnti-Corruption Laws.
(vii) Merchants and its Subsidiaries are and since December 31, 2011 have been conducting operations at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of all money laundering Laws administered or enforced by any Governmental Authority in jurisdictions where Merchants and its Subsidiaries conduct business (collectively, the “Anti-Money Laundering Laws”). None Merchants and its Subsidiaries have established and maintain a system of it internal controls designed to ensure compliance by Merchants and its Subsidiaries with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws.
(viii) Except as required by the Bank Secrecy Act, to Merchants’ Knowledge, no employee of Merchants or any of its Subsidiaries has committed any breach of trust provided or fiduciary duty with respect is providing information to any such fiduciary account.
(vi) None law enforcement agency regarding the commission or possible commission of it any crime or its Subsidiaries has, directly the violation or indirectly, (i) used possible violation of any funds of it applicable Law by Merchants or any of its Subsidiaries for unlawful contributionsor any employee thereof acting in its capacity as such. Neither Merchants nor any of its Subsidiaries nor any officer, unlawful giftsemployee, unlawful entertainment contractor, subcontractor or agent of Merchants or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other expenses relating manner discriminated against any employee of Merchants or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Section 1514A(a).
(ix) Neither Merchants nor any of its Subsidiaries nor to political activitythe Knowledge of Merchants, (ii) made any unlawful payment to foreign domestic governmental officials director, officer, agent, employee or employees or to foreign or domestic political parties or campaigns from funds any other Person acting on behalf of it Merchants or any of its Subsidiaries, is currently the subject or the target of any sanctions administered or enforced by any Governmental Authority (iii) established or maintained any unlawful fund of monies or other assets of it collectively, “Sanctions”), nor is Merchants or any of its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions (iveach, a “Sanctioned Country”). For the past five (5) made years, Merchants and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any unlawful bribe dealings or other unlawful payment transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. Merchants and its Subsidiaries have established and maintain a system of internal controls designed to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of provide reasonable assurances regarding compliance by Merchants and its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its SubsidiariesSubsidiaries with all applicable Sanctions.
Appears in 1 contract
Compliance with Permits, Laws and Orders. (i) It and each of its Subsidiaries has in effect, and have at all times since January 1, 2011 held in effect, effect all Permits and has made all filings, applications applications, and registrations with Governmental Authorities that are required for it and each of its Subsidiaries to own, lease lease, or operate its material assets and to carry on its business as now conducted (and there has paid all fees and assessments due and payable in connection therewith), and occurred no Default has occurred and is continuing under any Permit applicable to its business or employees conducting its business.
(ii) Neither it nor any of its Subsidiaries is or has been since January 1, 2011 in Default under any Laws or Orders applicable to it or any of its Subsidiariesit, its or any of its Subsidiaries’ business or employees conducting its or any business. Each of its Subsidiaries’ business, including any applicable personal Subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of "satisfactory" or financial data protection, bank secrecy, discriminatory lending, anti-money laundering and sanctions Laws and Environmental Lawsbetter.
(iii) Since January 1, 20112000, neither it nor any of its Subsidiaries has received any notification or communication from any Governmental Authority Authority, (A) asserting that it or any of its Subsidiaries is in Default under any Permits, Laws or Orders, (B) threatening to revoke any Permits or Permits, (C) requiring it or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, written supervisory or other formal agreement, consent decree, directive, commitment or memorandum of understanding understanding, or (y) to adopt any policy, procedure or resolution of its Board of Directors or similar undertaking, which restricts the conduct of its business, or relates to its capital adequacy, its credit or reserve policies, its management, or the payment of dividends or any other policy or procedure, or (D) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, Federal Deposit Insurance Corporation ("FDIC") deposit insurance, and neither it nor any of its Subsidiaries has received any notice from a Governmental Authority that it is considering issuing or requiring any of the foregoing.
(iv) There (A) is no unresolved violation violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of it or any of its Subsidiaries and (B) have been no formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to its or any of its Subsidiaries’ ' business, operations, policies or procedures since January 1, 20102000.
(v) It and each of its Subsidiaries have properly administered all accounts There is no Order, circumstance or condition relevant or applicable to it that would prevent, or is reasonably likely to prevent, Newco from satisfying the criteria for which it acts as a fiduciary, including accounts for which it serves as a trustee, fiduciario, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with "financial holding company" status under the terms of BHC Act after the governing documents and applicable Law. None of it or any of its Subsidiaries has committed any breach of trust or fiduciary duty with respect to any such fiduciary accountFirst Effective Time.
(vi) None of it or its Subsidiaries has, directly or indirectly, (i) used any funds of it or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of it or any of its Subsidiaries, (iii) established or maintained any unlawful fund of monies or other assets of it or any of its Subsidiaries or (iv) made any unlawful bribe or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, in each case to obtain favorable treatment in securing business, to obtain special concessions for it or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for it or any of its Subsidiaries.
Appears in 1 contract