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

Compliance with Permits, Laws and Orders. (i) To the Buyer’s Knowledge, each of the Buyer Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) To the Buyer’s Knowledge, none of the Buyer Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Buyer Entities has received any notification or communication from any Governmental Authority (A) asserting that the Buyer 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 (C) requiring the Buyer or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of the Buyer or any of its Subsidiaries, (B) are no notices or correspondence received by the Buyer with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to the Buyer’s or any of the Buyer’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to the Buyer’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Buyer Entities nor any of its 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 (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Buyer Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Buyer Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Appears in 2 contracts

Sources: Merger Agreement (American Community Bancshares Inc), Merger Agreement (Yadkin Valley Financial Corp)

Compliance with Permits, Laws and Orders. (i) To the BuyerSeller’s Knowledge, each of the Buyer Seller Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) To the BuyerSeller’s Knowledge, none of the Buyer Seller Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Buyer Seller Entities has received any notification or communication from any Governmental Authority (A) asserting that the Buyer Seller 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 (C) requiring the Buyer Seller or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board of directors or similar undertaking. (iv) There (A) is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of the Buyer Seller or any of its Subsidiaries, (B) are no notices or correspondence received by the Buyer Seller with respect to formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to the BuyerSeller’s or any of the BuyerSeller’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to the BuyerSeller’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct any, investigation, or review of it or any of its Subsidiaries. (v) None of the Buyer Seller Entities nor any of its 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 (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Buyer Seller Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Buyer Seller Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3.

Appears in 2 contracts

Sources: Merger Agreement (American Community Bancshares Inc), Merger Agreement (Yadkin Valley Financial Corp)

Compliance with Permits, Laws and Orders. (i) To the Buyer’s Knowledge, each Each of the Buyer First South Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and to the Knowledge of First South, there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) To the Buyer’s KnowledgeKnowledge of First South, none of the Buyer First South Entities is in material Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Buyer First South Entities has received any notification or communication from any Governmental Authority (A) asserting that the Buyer First South 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 (C) requiring the Buyer First South or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking. (iv) There (A) is no material unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of the Buyer First South or any of its Subsidiaries, (B) are no written notices or correspondence received by the Buyer First South with respect to pending formal or informal inquiries of a material nature by, or disagreements or disputes with, any Governmental Authority with respect to the BuyerFirst South’s or any of the BuyerFirst South’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to the BuyerFirst South’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct anyconduct, investigation, any investigation or review (other than regular or routine examinations or inspections) of it or any of its Subsidiaries. (v) None of the Buyer First South Entities nor nor, to the Knowledge of First South, any of its 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 (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Buyer First South Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Buyer First South Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3. (vii) Each First South Entity’s collection and use of individually identifiable personal information (“IIPI”) to an identifiable or identified natural person complies in all material respects with the Fair Credit Reporting Act and the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act.

Appears in 2 contracts

Sources: Merger Agreement (Carolina Financial Corp), Merger Agreement (Carolina Financial Corp)

Compliance with Permits, Laws and Orders. (i) To the Buyer’s Knowledge, each Each of the Buyer Carolina Financial Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and to the Knowledge of Carolina Financial, there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) To the Buyer’s KnowledgeKnowledge of Carolina Financial, none of the Buyer Carolina Financial Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Buyer Carolina Financial Entities has received any notification or communication from any Governmental Authority (A) asserting that the Buyer Carolina Financial 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 (C) requiring the Buyer Carolina Financial or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking. (iv) There (A) is no material unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of the Buyer Carolina Financial or any of its Subsidiaries, (B) are no written notices or correspondence received by the Buyer Carolina Financial with respect to pending formal or informal inquiries of a material nature by, or disagreements or disputes with, any Governmental Authority with respect to the BuyerCarolina Financial’s or any of the BuyerCarolina Financial’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to the BuyerCarolina Financial’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct anyconduct, investigation, any investigation or review (other than regular or routine examinations or inspections) of it or any of its Subsidiaries. (v) None of the Buyer Carolina Financial Entities nor nor, to the Knowledge of Carolina Financial, any of its 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 (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Buyer Carolina Financial Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Buyer Carolina Financial Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3. (vii) Each Carolina Financial Entity’s collection and use of IIPI complies in all material respects with Carolina Financial’s ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act privacy notice, the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, and the Fair Credit Reporting Act.

Appears in 2 contracts

Sources: Merger Agreement (Carolina Financial Corp), Merger Agreement (Carolina Financial Corp)

Compliance with Permits, Laws and Orders. (i) To the Buyer’s Knowledge, each Each of the Buyer Carolina Financial Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and to the Knowledge of Carolina Financial, there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) To the Buyer’s KnowledgeKnowledge of Carolina Financial, none of the Buyer Carolina Financial Entities is in material Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Buyer Carolina Financial Entities has received any notification or communication from any Governmental Authority (A) asserting that the Buyer Carolina Financial 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 (C) requiring the Buyer Carolina Financial or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking. (iv) There (A) is no material unresolved violation, criticism, or exception legal violation cited by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of the Buyer Carolina Financial or any of its Subsidiaries, (B) are no written notices or correspondence received by the Buyer Carolina Financial with respect to pending formal or informal inquiries of a material nature by, or disagreements or disputes with, any Governmental Authority with respect to the BuyerCarolina Financial’s or any of the BuyerCarolina Financial’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to the Buyer’s KnowledgeKnowledge of Carolina Financial, is no investigation or review by any Governmental Authority is pending or threatened, nor has any Governmental Authority indicated an intention to conduct anyconduct, investigation, any investigation or review (other than regular or routine examinations or inspections) of it or any of its Subsidiaries. (v) None of the Buyer Carolina Financial Entities nor nor, to the Knowledge of Carolina Financial, any of its 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 (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Buyer Carolina Financial Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Buyer Carolina Financial Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3. (vii) Each Carolina Financial Entity’s collection and use of IIPI complies in all material respects with Carolina Financial’s ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act privacy notice, the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, and the Fair Credit Reporting Act.

Appears in 1 contract

Sources: Merger Agreement (Carolina Trust BancShares, Inc.)

Compliance with Permits, Laws and Orders. (i) To the Buyer’s Knowledge, each Each of the Buyer Carolina Financial Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and to the Knowledge of Carolina Financial, there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) To the Buyer’s KnowledgeKnowledge of Carolina Financial, none of the Buyer Carolina Financial Entities is in material Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Buyer Carolina Financial Entities has received any notification or communication from any Governmental Authority (A) asserting that the Buyer Carolina Financial 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 (C) requiring the Buyer Carolina Financial or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking. (iv) There (A) is no material unresolved violation, criticism, or exception legal violation cited by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of the Buyer Carolina Financial or any of its Subsidiaries, (B) are no written notices or correspondence received by the Buyer Carolina Financial with respect to pending formal or informal inquiries of a material nature by, or disagreements or disputes with, any Governmental Authority with respect to the BuyerCarolina Financial’s or any of the BuyerCarolina Financial’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to the Buyer’s KnowledgeKnowledge of Carolina Financial, is no investigation or review by any Governmental Authority is pending or threatened, nor has any Governmental Authority indicated an intention to conduct anyconduct, investigation, any investigation or review (other than regular or routine examinations or inspections) of it or any of its Subsidiaries. (v) None of the Buyer Carolina Financial Entities nor nor, to the Knowledge of Carolina Financial, any of its 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 (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Buyer Carolina Financial Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Buyer Carolina Financial Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3. (vii) Each Carolina Financial Entity’s collection and use of IIPI complies in all material respects with Carolina Financial’s G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act privacy notice, the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, and the Fair Credit Reporting Act.

Appears in 1 contract

Sources: Merger Agreement (Carolina Financial Corp)

Compliance with Permits, Laws and Orders. (i) To the Buyer’s Knowledge, each Each of the Buyer Carolina Trust Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and to the Knowledge of Carolina Trust, there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) To the Buyer’s KnowledgeKnowledge of Carolina Trust, none of the Buyer Carolina Trust Entities is in material Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Buyer Carolina Trust Entities has received any notification or communication from any Governmental Authority (A) asserting that the Buyer Carolina Trust 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 (C) requiring the Buyer Carolina Trust or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking. (iv) There (A) is no material unresolved violation, criticism, or exception legal violation cited by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of the Buyer Carolina Trust or any of its Subsidiaries, (B) are no written notices or correspondence received by the Buyer Carolina Trust with respect to pending formal or informal inquiries of a material nature by, or disagreements or disputes with, any Governmental Authority with respect to the BuyerCarolina Trust’s or any of the BuyerCarolina Trust’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to the Buyer’s KnowledgeKnowledge of Carolina Trust, is no investigation or review by any Governmental Authority pending or threatened, nor has any Governmental Authority indicated an intention to conduct anyconduct, investigation, any investigation or review (other than regular or routine examinations or inspections) of it or any of its Subsidiaries. (v) None of the Buyer Carolina Trust Entities nor nor, to the Knowledge of Carolina Trust, any of its 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 (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Buyer Carolina Trust Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Buyer Carolina Trust Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3. (vii) Each Carolina Trust Entity’s collection and use of individually identifiable personal information (“IIPI”) to an identifiable or identified natural person complies in all material respects with the Fair Credit Reporting Act and the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act.

Appears in 1 contract

Sources: Merger Agreement (Carolina Trust BancShares, Inc.)

Compliance with Permits, Laws and Orders. (i) To the Buyer’s Knowledge, each Each of the Buyer First South Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and to the Knowledge of First South, there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) To the Buyer’s KnowledgeKnowledge of First South, none of the Buyer First South Entities is in material Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Buyer First South Entities has received any notification or communication from any Governmental Authority (A) asserting that the Buyer First South 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 (C) requiring the Buyer First South or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking. (iv) There (A) is no material unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of the Buyer First South or any of its Subsidiaries, (B) are no written notices or correspondence received by the Buyer First South with respect to pending formal or informal inquiries of a material nature by, or disagreements or disputes with, any Governmental Authority with respect to the BuyerFirst South’s or any of the BuyerFirst South’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to the BuyerFirst South’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct anyconduct, investigation, any investigation or review (other than regular or routine examinations or inspections) of it or any of its Subsidiaries. (v) None of the Buyer First South Entities nor nor, to the Knowledge of First South, any of its 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 (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Buyer First South Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Buyer First South Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3. (vii) Each First South Entity’s collection and use of individually identifiable personal information (“IIPI”) to an identifiable or identified natural person complies in all material respects with the Fair Credit Reporting Act and the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act.

Appears in 1 contract

Sources: Merger Agreement (First South Bancorp Inc /Va/)

Compliance with Permits, Laws and Orders. (i) To the Buyer’s Knowledge, each Each of the Buyer Carolina Financial Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and to the Knowledge of Carolina Financial, there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) To the Buyer’s KnowledgeKnowledge of Carolina Financial, none of the Buyer Carolina Financial Entities is in Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Buyer Carolina Financial Entities has received any notification or communication from any Governmental Authority (A) asserting that the Buyer Carolina Financial 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 (C) requiring the Buyer Carolina Financial or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking. (iv) There (A) is no material unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of the Buyer Carolina Financial or any of its Subsidiaries, (B) are no written notices or correspondence received by the Buyer Carolina Financial with respect to pending formal or informal inquiries of a material nature by, or disagreements or disputes with, any Governmental Authority with respect to the BuyerCarolina Financial’s or any of the BuyerCarolina Financial’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to the BuyerCarolina Financial’s Knowledge, threatened, nor has any Governmental Authority indicated an intention to conduct anyconduct, investigation, any investigation or review (other than regular or routine examinations or inspections) of it or any of its Subsidiaries. (v) None of the Buyer Carolina Financial Entities nor nor, to the Knowledge of Carolina Financial, any of its 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 (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Buyer Carolina Financial Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Buyer Carolina Financial Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3. (vii) Each Carolina Financial Entity’s collection and use of IIPI complies in all material respects with Carolina Financial’s G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act privacy notice, the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, and the Fair Credit Reporting Act.

Appears in 1 contract

Sources: Merger Agreement (First South Bancorp Inc /Va/)

Compliance with Permits, Laws and Orders. (i) To the Buyer’s Knowledge, each Each of the Buyer Carolina Trust Entities has in effect all Permits and has made all filings, applications, and registrations with Governmental Authorities that are required for it to own, lease, or operate its assets and to carry on its business as now conducted, and to the Knowledge of Carolina Trust, there has occurred no Default under any such Permit applicable to their respective businesses or employees conducting their respective businesses. (ii) To the Buyer’s KnowledgeKnowledge of Carolina Trust, none of the Buyer Carolina Trust Entities is in material Default under any Laws or Orders applicable to its business or employees conducting its business. (iii) None of the Buyer Carolina Trust Entities has received any notification or communication from any Governmental Authority (A) asserting that the Buyer Carolina Trust 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 (C) requiring the Buyer Carolina Trust or any of its Subsidiaries (x) to enter into or consent to the issuance of a cease and desist order, formal agreement, directive, commitment, or memorandum of understanding, or (y) to adopt any resolution of its board Board of directors Directors or similar undertaking. (iv) There (A) is no material unresolved violation, criticism, or exception legal violation cited by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of the Buyer Carolina Trust or any of its Subsidiaries, (B) are no written notices or correspondence received by the Buyer Carolina Trust with respect to pending formal or informal inquiries of a material nature by, or disagreements or disputes with, any Governmental Authority with respect to the BuyerCarolina Trust’s or any of the BuyerCarolina Trust’s Subsidiaries’ business, operations, policies, or procedures since its inception, and (C) is not any pending or, to the Buyer’s KnowledgeKnowledge of Carolina Trust, is no investigation or review by any Governmental Authority pending or threatened, nor has any Governmental Authority indicated an intention to conduct anyconduct, investigation, any investigation or review (other than regular or routine examinations or inspections) of it or any of its Subsidiaries. (v) None of the Buyer Carolina Trust Entities nor nor, to the Knowledge of Carolina Trust, any of its 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 (1) using any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity, (2) making any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (3) violating any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (4) making any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment. (vi) Each Buyer Carolina Trust Entity has complied in all material respects with all requirements of Law under the Bank Secrecy Act and the USA Patriot Act, and each Buyer Carolina Trust Entity has timely filed all reports of suspicious activity, including those required under 12 C.F.R. § 353.3. (vii) Each Carolina Trust Entity’s collection and use of individually identifiable personal information (“IIPI”) to an identifiable or identified natural person complies in all material respects with the Fair Credit Reporting Act and the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act.

Appears in 1 contract

Sources: Merger Agreement (Carolina Financial Corp)