Litigation and Compliance with Laws. First Ozaukee and FOSB's institution-affiliated parties (as defined in 12 U.S.C. 1813(u)) with respect to participation in the affairs of First Ozaukee, are each in compliance with all material applicable federal, state, county and municipal laws and regulations (a) that regulate or are concerned in any way with the business of banking or acting as a fiduciary, including, but not limited to those laws and regulations relating to the investment of funds, the taking of deposits, the extension of credit, the collection of interest, and the location and operation of banking facilities, or (b) that otherwise relate to or affect the business or assets of FOSB or the assets owned, used or occupied by it. Except as disclosed in SCHEDULE 2.13, (i) there are no claims, actions, suits, orders, proceedings or governmental or regulator investigations pending, or, to the knowledge of First Ozaukee, threatened against First Ozaukee, or FOSB's institution-affiliated parties (in their capacities as such) with respect to their participation in the affairs of First Ozaukee, at law or in equity, or before any federal, state, municipal, administrative or other governmental authority or court, or before any arbitrator or arbitration panel, whether by contract or otherwise; and (ii) except as set forth in SCHEDULE 2.13, there is no decree, judgment, order, supervisory agreement, extraordinary supervisory letter, commitment letter, consent agreement or memorandum of understanding entered into or in existence against or restraining FOCC or FOSB, or any of FOSB's institution-affiliated parties with respect to their participation in the affairs of First Ozaukee from taking any actions of any kind in connection with the business of First Ozaukee or FOSB, as the case may be. First Ozaukee has not been advised by, nor has it received from any regulatory authority any notice or, to the knowledge of First Ozaukee, threat of enforcement actions or that any regulatory authority is considering or requesting any regulatory agreement, and it has no basis for believing that any such notice or, to the knowledge of First Ozaukee, threat not otherwise disclosed to Buyer is contemplated.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (First Ozaukee Capital Corp)
Litigation and Compliance with Laws. First Ozaukee The Borrower and FOSB's institution-affiliated parties (as defined the Subsidiaries have complied in 12 U.S.C. 1813(u)) all material respects with respect and will continue to participation in the affairs of First Ozaukee, are each in compliance comply with all material applicable federal, state, county federal and municipal state laws and regulations regulations: (ai) that regulate or are concerned in any way with the business of its or their banking or acting as a fiduciaryand trust business, including, but not limited to including without limitation those laws and regulations relating to the investment of funds, the taking lending of depositsmoney, the collection of interest, extension of credit, the collection of interest, and the location and operation of banking facilities, ; or (bii) that otherwise relate to or affect the business or assets of FOSB Borrower or any of the Subsidiaries or the assets owned, used or occupied by itthem. Except as to the extent previously disclosed in SCHEDULE 2.13,
(i) to Bank, there are no claims, actions, suits, orders, or proceedings or governmental or regulator investigations pending, or, or to the best knowledge of First OzaukeeBorrower, threatened or contemplated against First Ozaukee, or FOSB's institution-affiliated parties (in their capacities as such) with respect to their participation in affecting Borrower or any of the affairs of First OzaukeeSubsidiaries, at law or in equity, or before any federal, state, municipal, administrative state or other governmental authority or courtauthority, or before any arbitrator or arbitration panel, whether by contract or otherwise; and
(ii) except as set forth in SCHEDULE 2.13, and there is no decree, judgment, order, supervisory agreement, extraordinary supervisory letter, commitment letter, consent agreement judgment or memorandum order of understanding entered into or any kind in existence against or restraining FOCC Borrower or FOSBany of the Subsidiaries, or any of FOSB's institution-affiliated parties with respect to their participation in the affairs of First Ozaukee officers, employees or directors, from taking any actions action of any kind in connection with the business of First Ozaukee Borrower or FOSBany of the Subsidiaries. Except to the extent previously disclosed to the Bank, as neither Borrower nor any of the case may be. First Ozaukee Subsidiaries has not been advised by, nor has it (i) received from any regulatory authority any notice orcriticisms, to the knowledge recommendations or suggestions of First Ozaukee, threat of enforcement actions or that any regulatory authority is considering or requesting any regulatory agreementa material nature, and it Borrower has no basis for believing reason to believe that any such notice oris contemplated, concerning the capital structure of any of the Subsidiaries, loan policies or portfolio, or other banking and business practices of any of the Subsidiaries that have not been resolved to the knowledge satisfaction of First Ozaukee, threat not otherwise disclosed such regulatory authorities or (ii) entered into any memorandum of understanding or similar arrangement with any federal or state regulator relating to Buyer is contemplatedany unsound or unsafe banking practice or conduct or any violation of law respecting the operations of the Borrower or the operations of any of the Subsidiaries.
Appears in 1 contract
Sources: Term Loan Agreement (United Community Bancshares Inc)
Litigation and Compliance with Laws. First Ozaukee The Borrower and FOSB's institution-affiliated parties (as defined the ----------------------------------- Subsidiaries have complied in 12 U.S.C. 1813(u)) all material respects with respect and will continue to participation in the affairs of First Ozaukee, are each in compliance so comply with all material applicable federal, state, county federal and municipal state laws and regulations regulations: (ai) that regulate or are concerned in any way with the business of its or their banking or acting as a fiduciaryand trust business, including, but not limited to including without limitation those laws and regulations relating to the investment of funds, the taking lending of depositsmoney, the collection of interest, extension of credit, the collection of interest, and the location and operation of banking facilities, ; or (bii) that otherwise relate to or affect the business or assets of FOSB Borrower or any of the Subsidiaries or the assets owned, used or occupied by itthem. Except as to the extent previously disclosed in SCHEDULE 2.13,
(i) to Bank, there are no claims, actions, suits, orders, or proceedings or governmental or regulator investigations pending, or, or to the best knowledge of First OzaukeeBorrower, threatened or contemplated against First Ozaukee, or FOSB's institution-affiliated parties (in their capacities as such) with respect to their participation in affecting Borrower or any of the affairs of First OzaukeeSubsidiaries, at law or in equity, or before any federal, state, municipal, administrative state or other governmental authority or courtauthority, or before any arbitrator or arbitration panel, whether by contract or otherwise; and
(ii) except as set forth in SCHEDULE 2.13, and there is no decree, judgment, order, supervisory agreement, extraordinary supervisory letter, commitment letter, consent agreement judgment or memorandum order of understanding entered into or any kind in existence against or restraining FOCC Borrower or FOSBany of the Subsidiaries, or any of FOSB's institution-affiliated parties with respect to their participation in the affairs of First Ozaukee officers, employees or directors, from taking any actions action of any kind in connection with the business of First Ozaukee Borrower or FOSBany of the Subsidiaries. Except to the extent previously disclosed to the Bank, as neither Borrower nor any of the case may be. First Ozaukee Subsidiaries has not been advised by, nor has it (i) received from any regulatory authority any notice orcriticisms, to the knowledge recommendations or suggestions of First Ozaukee, threat of enforcement actions or that any regulatory authority is considering or requesting any regulatory agreementa material nature, and it Borrower has no basis for believing reason to believe that any such notice oris contemplated, concerning the capital structure of any of the Subsidiaries, loan policies or portfolio, or other banking and business practices of any of the Subsidiaries that have not been resolved to the knowledge satisfaction of First Ozaukee, threat not otherwise disclosed such regulatory authorities or (ii) entered into any memorandum of understanding or similar arrangement with any federal or state regulator relating to Buyer is contemplatedany unsound or unsafe banking practice or conduct or any violation of law respecting the operations of the Borrower or the operations of any of the Subsidiaries.
Appears in 1 contract
Litigation and Compliance with Laws. First Ozaukee The Borrower and FOSB's institution-affiliated parties (as defined the Subsidiaries have complied in 12 U.S.C. 1813(u)) all material respects with respect and will continue to participation in the affairs of First Ozaukee, are each in compliance comply with all material applicable federal, state, county federal and municipal state laws and regulations regulations: (ai) that regulate or are concerned in any way with the business of its or their banking or acting as a fiduciaryand trust business, including, but not limited to including without limitation those laws and regulations relating to the investment of funds, the taking lending of depositsmoney, the collection of interest, extension of credit, the collection of interest, and the location and operation of banking facilities, ; or (bii) that otherwise relate to or affect the business or assets of FOSB the Borrower or any of the Subsidiaries or the assets owned, used or occupied by itthem. Except as to the extent previously disclosed in SCHEDULE 2.13,
(i) to the Bank, there are no claims, actions, suits, orders, or proceedings or governmental or regulator investigations pending, or, or to the best knowledge of First Ozaukeethe Borrower, threatened or contemplated against First Ozaukee, or FOSB's institution-affiliated parties (in their capacities as such) with respect to their participation in affecting the affairs Borrower or any of First Ozaukeethe Subsidiaries, at law or in equity, or before any federal, state, municipal, administrative state or other governmental authority or courtauthority, or before any arbitrator or arbitration panel, whether by contract or otherwise; and
(ii) except as set forth in SCHEDULE 2.13, and there is no decree, judgment, order, supervisory agreement, extraordinary supervisory letter, commitment letter, consent agreement judgment or memorandum order of understanding entered into or any kind in existence against or restraining FOCC the Borrower or FOSBany of the Subsidiaries, or any of FOSB's institution-affiliated parties with respect to their participation in the affairs of First Ozaukee officers, employees or directors, from taking any actions action of any kind in connection with the business of First Ozaukee the Borrower or FOSBany of the Subsidiaries. Except to the extent previously disclosed to the Bank, as neither the case may be. First Ozaukee Borrower nor any of the Subsidiaries has not been advised by, nor has it (i) received from any regulatory authority any notice orcriticisms, to the knowledge recommendations or suggestions of First Ozaukee, threat of enforcement actions or that any regulatory authority is considering or requesting any regulatory agreementa material nature, and it the Borrower has no basis for believing reason to believe that any such notice oris contemplated, concerning the capital structure of any of the Subsidiaries, loan policies or portfolio, or other banking and business practices of any of the Subsidiaries that have not been resolved to the knowledge satisfaction of First Ozaukee, threat not otherwise disclosed such regulatory authorities or (ii) entered into any memorandum of understanding or similar arrangement with any federal or state regulator relating to Buyer is contemplatedany unsound or unsafe banking practice or conduct or any violation of law respecting the operations of the Borrower or the operations of any of the Subsidiaries.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (United Community Bancshares Inc)
Litigation and Compliance with Laws. First Ozaukee The Borrower and FOSB's institution-affiliated parties (as defined the ----------------------------------- Subsidiaries have compiled in 12 U.S.C. 1813(u)) all material respects with respect and will continue to participation in the affairs of First Ozaukee, are each in compliance comply with all material applicable federal, state, county and municipal laws and regulations regulations: (a) that regulate or are concerned in any way with the business of banking its or acting as a fiduciarytheir banking, including, but not limited to including without limitation those laws and regulations relating to the investment of funds, the taking lending of depositsmoney, the collection of interest, extension of credit, the collection of interest, and the location and operation of banking facilities, ; or (b) that otherwise relate to or affect the business or assets of FOSB Borrower or any of the Subsidiaries or the assets asset owned, used or occupied occupies by itthem. Except as to the extent previously disclosed in SCHEDULE 2.13,
(i) to Bank, there are no not claims, actions, suits, orders, or proceedings pending or governmental or regulator investigations pending, or, to the best knowledge of First OzaukeeBorrower, threatened or contemplated against First Ozaukee, or FOSB's institution-affiliated parties (in their capacities as such) with respect to their participation in affecting Borrower or any of the affairs of First OzaukeeSubsidiaries, at law or in equity, or before any federal, state, municipal, administrative state or other governmental authority or courtauthority, or before any arbitrator or arbitration panel, whether by contract or otherwise; and
(ii) except as set forth in SCHEDULE 2.13, and there is no decree, judgment, order, supervisory agreement, extraordinary supervisory letter, commitment letter, consent agreement judgment or memorandum order of understanding entered into or any kind in existence against or restraining FOCC Borrower or FOSBany of the Subsidiaries, or any of FOSB's institution-affiliated parties with respect to their participation in the affairs of First Ozaukee officers, employees or directors, from taking any actions action of any kind in connection with the business of First Ozaukee Borrower or FOSBany of the Subsidiaries. Except to the extent previously disclosed to the Bank, as neither Borrower nor any of the case may be. First Ozaukee Subsidiaries has not been advised by, nor has it (x) received from any regulatory authority any notice orcriticisms, to the knowledge recommendations or suggestions of First Ozaukee, threat of enforcement actions or that any regulatory authority is considering or requesting any regulatory agreementa material nature, and it Borrower has no basis for believing reason to believe that any such notice oris contemplated, concerning the capital structure of any of the Subsidiaries, loan policies or portfolio, or other banking and business practices of any of the Subsidiaries that have not been resolved to the knowledge satisfaction of First Ozaukee, threat not otherwise disclosed such regulatory authorities or (y) entered into any memorandum of understanding or similar arrangement with any federal or state regulator relating to Buyer is contemplatedany unsound or unsafe banking practice or conduct or any violation of law respecting the operations of the Borrower or the operations of any of the Subsidiaries.
Appears in 1 contract
Litigation and Compliance with Laws. First Ozaukee The Borrower and FOSB's institution-affiliated parties (as defined the ----------------------------------- Subsidiaries have complied in 12 U.S.C. 1813(u)) all material respects with respect and will continue to participation comply in the affairs of First Ozaukee, are each in compliance all material respects with all material applicable federal, state, county federal and municipal state laws and regulations regulations: (ai) that regulate or are concerned in any way with the business of its or their banking or acting as a fiduciaryand trust business, including, but not limited to including without limitation those laws and regulations relating to the investment of funds, the taking lending of depositsmoney, the collection of interest, extension of credit, the collection of interest, and the location and operation of banking facilities, ; or (bii) that otherwise relate to or affect the business or assets of FOSB Borrower or any of the Subsidiaries or the assets owned, used or occupied by itthem. Except as to the extent previously disclosed in SCHEDULE 2.13,
(i) to the Bank, there are no claims, actions, suits, orders, or proceedings or governmental or regulator investigations pending, or, or to the best knowledge of First OzaukeeBorrower, threatened or contemplated against First Ozaukee, or FOSB's institution-affiliated parties (in their capacities as such) with respect to their participation in affecting Borrower or any of the affairs of First OzaukeeSubsidiaries, at law or in equity, or before any federal, state, municipal, administrative state or other governmental authority or courtauthority, or before any arbitrator or arbitration panel, whether by contract or otherwise; and
(ii) except as set forth in SCHEDULE 2.13, and there is no decree, judgment, order, supervisory agreement, extraordinary supervisory letter, commitment letter, consent agreement judgment or memorandum order of understanding entered into or any kind in existence against or restraining FOCC Borrower or FOSBany of the Subsidiaries, or any of FOSB's institution-affiliated parties with respect to their participation in the affairs of First Ozaukee officers, employees or directors, from taking any actions action of any kind in connection with the business of First Ozaukee Borrower or FOSBany of the Subsidiaries. Except to the extent previously disclosed to the Bank, as neither Borrower nor any of the case may be. First Ozaukee Subsidiaries has not been advised by, nor has it (a) received from any regulatory authority any notice orcriticisms, to the knowledge recommendations or suggestions of First Ozaukee, threat of enforcement actions or that any regulatory authority is considering or requesting any regulatory agreementa material nature, and it Borrower has no basis for believing reason to believe that any such notice oris contemplated, concerning the capital structure of any of the Subsidiaries, loan policies or portfolio, or other banking and business practices of any of the Subsidiaries that have not been resolved to the knowledge satisfaction of First Ozaukee, threat not otherwise disclosed such regulatory authorities or (b) entered into any memorandum of understanding or similar arrangement with any federal or state regulator relating to Buyer is contemplatedany unsound or unsafe banking practice or conduct or any violation of law respecting the operations of the Borrower or the operations of any of the Subsidiaries.
Appears in 1 contract
Litigation and Compliance with Laws. First Ozaukee The Borrower and FOSB's institution-affiliated parties (as defined its Subsidiaries have complied in 12 U.S.C. 1813(u)) all material respects with respect and will continue to participation comply in the affairs of First Ozaukee, are each in compliance all material respects with all material applicable federal, state, county federal and municipal state laws and regulations regulations: (ai) that regulate or are concerned in any way with the business of its or their banking or acting as a fiduciaryand trust business, including, but not limited to without limitation, those laws and regulations relating to the investment of funds, the taking lending of depositsmoney, the collection of interest, extension of credit, the collection of interest, and the location and operation of banking facilities, ; or (bii) that otherwise relate to or affect the business or assets of FOSB the Borrower or any of the Subsidiaries or the assets owned, used or occupied by itthem. Except as disclosed in SCHEDULE 2.13,
(i) set forth on Schedule 4.3 attached hereto, there are no claims, actions, suits, orders, or proceedings or governmental or regulator investigations pending, or, or to the best knowledge of First Ozaukeethe Borrower, threatened or contemplated against First Ozaukee, or FOSB's institution-affiliated parties (in their capacities as such) with respect to their participation in affecting the affairs Borrower or any of First Ozaukeeits Subsidiaries, at law or in equity, or before any federal, state, municipal, administrative or other governmental authority or courtRegulatory Authority, or before any arbitrator or arbitration panel, whether by contract in which an adverse determination would have a material adverse effect on the financial condition, operation or otherwise; and
(ii) except as set forth in SCHEDULE 2.13prospects of the Borrower or such Subsidiary, and there is no decree, judgment, order, supervisory agreement, extraordinary supervisory letter, commitment letter, consent agreement judgment or memorandum order of understanding entered into or any kind in existence against or restraining FOCC the Borrower or FOSBany of its Subsidiaries, or any of FOSB's institution-affiliated parties with respect to their participation in the affairs of First Ozaukee respective officers, employees or directors, from taking any actions action of any kind in connection with the business of First Ozaukee the Borrower or FOSBany of its Subsidiaries. Except as set forth on Schedule 4.3 attached hereto, as the case may be. First Ozaukee neither Borrower nor any of its Subsidiaries has not been advised by, nor has it (i) received from any regulatory authority Regulatory Authority any notice orcriticisms, to the knowledge recommendations or suggestions of First Ozaukee, threat of enforcement actions or that any regulatory authority is considering or requesting any regulatory agreementa material nature, and it the Borrower has no basis for believing reason to believe that any such notice oris contemplated, concerning the capital structure of any of its Subsidiaries, loan policies or portfolio, or other banking and business practices of any of its Subsidiaries that have not been resolved to the knowledge satisfaction of First Ozaukeesuch Regulatory Authorities or (ii) entered into any memorandum of understanding or similar arrangement with any Regulatory Authority that is currently in effect relating to any unsound or unsafe banking practice or conduct or any violation of law respecting the operations of the Borrower or the operations of any of its Subsidiaries. The Borrower further agrees that it shall, threat not otherwise disclosed to Buyer is contemplatedand shall cause each Subsidiary to, comply in all material respects with the terms and conditions contained in any order, decree, memorandum of understanding or similar agreement entered into with or received from any Regulatory Authority.
Appears in 1 contract
Litigation and Compliance with Laws. First Ozaukee and FOSB's institution-affiliated parties (as defined in 12 U.S.C. 1813(u)) with respect to participation in the affairs of First Ozaukee, are each in compliance with all material applicable federal, state, county and municipal laws and regulations (a) that regulate or are concerned Except as set forth in any way with the business of banking or acting as a fiduciary, including, but not limited to those laws Schedule 2.14 and regulations relating after giving effect to the investment of fundsWPHI-FM Acquisition, the taking of depositsthere is no investigation, the extension of creditaction, the collection of interest, and the location and operation of banking facilities, suit or (b) that otherwise relate to proceeding at law or affect the business in equity or assets of FOSB by or the assets owned, used before any governmental instrumentality or occupied by it. Except as disclosed in SCHEDULE 2.13,
(i) there are no claims, actions, suits, orders, proceedings or governmental or regulator investigations pending, other agency now pending or, to the best knowledge of First Ozaukeethe Company, overtly threatened against First Ozaukeethe Company, ROL, any of the Stations or any officer or director of the Company, which has a reasonable possibility of calling into question the validity, or FOSB's institutionhindering the enforceability or performance, of this Agreement or any action taken or to be taken pursuant hereto or by any of the other agreements and transactions contemplated hereby; nor, to the best knowledge of the Company, has there occurred any event or does there exist any condition on the basis of which any such litigation, proceeding or investigation should reasonably be anticipated to be instituted which would have a material adverse effect on the business, assets or condition, financial or otherwise, of the Company, ROL and the Stations, taken as a whole.
(b) Except as set forth in Schedule 2.14 and after giving effect to the WPHI-affiliated parties FM Acquisition, each of the Company and ROL is in material compliance with all laws and governmental rules and regulations, domestic or foreign (including, without limitation, the Employee Retirement Income Security Act of 1974 ("ERISA")), except where non-compliance therewith, in their capacities any individual instance or any series of related instances, would not have a material adverse effect on the Company and ROL, taken as such) a whole. Except as set forth in Schedule 2.14 and after giving effect to the WPHI-FM Acquisition, neither the Company nor ROL is in default in any respect with respect to their participation in the affairs of First Ozaukeeany judgment, at law order, writ, injunction, decree, demand or in equity, assessment issued by any court or before any federal, state, municipal, administrative municipal or other governmental authority or courtself-regulatory agency, organization, board, commission, bureau, instrumentality or before department, domestic or foreign, relating to any arbitrator aspect of its business, affairs, properties or arbitration panelassets, whether by contract except where non-compliance therewith, in any individual instance or otherwise; and
(ii) except any series of related instances, would not have a material adverse effect on the assets, business or financial condition of the Company and ROL, taken as a whole. Except as set forth in SCHEDULE 2.13Schedule 2.14 and after giving effect to the WPHI-FM Acquisition, there neither the Company nor any Subsidiary is no decree, judgment, order, supervisory agreement, extraordinary supervisory letter, commitment letter, consent agreement or memorandum of understanding entered into or in existence against or restraining FOCC or FOSB, or any of FOSB's institution-affiliated parties with respect to their participation in the affairs of First Ozaukee from taking any actions of any kind in connection with the business of First Ozaukee or FOSB, as the case may be. First Ozaukee has not been advised by, nor has it received from any regulatory authority any notice charged or, to the best knowledge of First Ozaukeethe Company, threat threatened with, or under investigation with respect to, any material violation of enforcement actions material federal, foreign, state, municipal or that other law or any regulatory authority is considering administrative rule or requesting regulation, domestic or foreign (including, without limitation, ERISA) in any regulatory agreementmatter directly relating to or affecting its business, assets or condition, financial or otherwise, of the Company and it has no basis for believing that any such notice orROL, to the knowledge of First Ozaukee, threat not otherwise disclosed to Buyer is contemplatedtaken as a whole.
Appears in 1 contract