Absence of Violations. Neither the Company nor any of its Subsidiaries is (A) in violation of its respective charter, by-laws or similar organizational document, (B) in default in the performance or observance of any existing obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it or any of them is bound or to which any of the properties or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Absence of Violations. Neither the execution nor delivery of this Agreement or of any of the other agreements and instruments contemplated by this Agreement, nor the consummation of the Transactions, will (a) conflict with or result in the breach of any term or provision of, or constitute a default under, or give any third party the right to accelerate any obligation under, any charter provision, bylaw, contract, agreement, indenture, deed of trust, instrument, order, law or regulation to which the Company is a party or by which the Company or any of its assets or properties is in any way bound or obligated; or (b) result in the creation of any Encumbrance upon any of the assets or properties of the Company.
Absence of Violations. (a) Neither the Company nor SS Bank is in violation of its respective charter documents or bylaws, nor of any applicable federal, state, or local law or ordinance nor any order, rule, or regulation of any federal, state, local, or other governmental agency or body, in any material respect, or in default with respect to any order, writ, injunction, or decree of any court, or in default under any order, license, regulation, or demand of any governmental agency, any of which violations or defaults could reasonably be expected to have a materially adverse effect on its business, properties, liabilities, financial position, results of operations, or prospects; and neither the Company nor SS Bank has received any claim or notice of violation with respect thereto;
(b) Neither the Company nor SS Bank nor any member of the management of any of them is a party to any assistance agreement, supervisory agreement, memorandum of understanding, consent order, cease and desist order or condition of any regulatory order or decree with or by the Board of Governors, the Federal Deposit Insurance Corporation (the "FDIC"), any other banking or securities authority of the United States or the State of Nevada, or any other regulatory agency that relates to the conduct of the business of the Company or SS Bank or their assets; and except as previously disclosed to Zions Bancorp in writing, no such agreement, memorandum, order, condition, or decree is pending or threatened;
(c) Each of the Company and SS Bank has established policies and procedures to provide reasonable assurance of compliance in a safe and sound manner with the federal banking, credit, housing, consumer protection, and civil rights laws and with all other laws applicable to the operations of the Company and SS Bank and the regulations adopted under each of those laws, so that transactions be executed and assets be maintained in accordance with such laws and regulations; and the policies and practices of each of the Company and SS Bank with respect to all such laws and regulations reasonably limit noncompliance and detect and report noncompliance to its management; and
(d) SS Bank has established a CRA policy which provides for (i) goals and objectives consistent with CRA; (ii) a methodology for self-assessment by the board of directors of SS Bank; (iii) ongoing CRA training of all personnel of SS Bank, including the members of its board of directors; and (iv) procedures whereby all significant CRA-related activit...
Absence of Violations. Neither the Company nor any of its subsidiaries is (i) in violation of its Declaration of Trust, Bylaws, certificate of limited partnership, partnership agreement or similar organizational documents or (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except, in the case of clause (ii), for such defaults which would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
Absence of Violations. Neither the execution of this Agreement nor the consummation of the transactions contemplated herein will constitute or result in, whether at present or with the giving of notice and/or the passage of time, a violation, breach or default under (1) any agreement, contract, covenant, lease or other instrument to which Seller is a party or by which it is bound, (2) any statute, regulation or ordinance to which Seller is subject, or (3) any judgment, order, decree or other requirement of law by which Seller is bound.
Absence of Violations. Such Credit Party and each Affiliate of such Credit Party is not in violation of any charter document, corporate minute or resolution, any instrument or agreement, in each case binding on it or affecting its property, or any Law, in a manner which could have a Materially Adverse Effect.
Absence of Violations. To the best of our knowledge, neither the Company nor the Bank is in violation of its articles of incorporation or its bylaws, or any law, regulation, ordinance, order, or restriction imposed by the United States, any state, municipality, or other political subdivision or agency thereof, or any order of any court or other competent tribunal having jurisdiction over it in respect of the conduct of its business or the ownership of its properties, which, either individually or in the aggregate with all such other violations, would materially and adversely affect the business, operations, or condition (financial or otherwise) of the Company or the Bank or the observance or performance by the Company or the Bank of the terms of any of the Agreements to which it is a party.
Absence of Violations. Buyer (i) is not in default, nor has any event occurred that, including due to notice or term end, or both, may be understood as evidenced default and/or otherwise may limit the capacity of Buyer to exercise its rights and/or enforce compliance with obligations owed thereto, in the form and conditions existing until the date of execution hereof; and (ii) did not violate any applicable Law to which Buyer or its assets may be subject.
Absence of Violations. Purchaser is not (i) in violation of its bylaws, (ii) in violation of any applicable federal, state, or local law or ordinance or any order, rule, or regulation of any federal, state, local, or other governmental agency or body, (iii) in violation of or in default with respect to any order, writ, injunction, or decree of any court, or any order, license, regulation, or demand of any governmental agency; (iv) in violation of any term of any security agreement, mortgage, indenture, or any other contract, agreement, instrument, lease, or certificate, and Purchaser has not received any claim or notice of violation with respect thereto.
Absence of Violations. Such Borrower and each Affiliate of such Borrower is not in violation of a any charter document, corporate minute or resolution, any instrument or agreement, in each case binding on it or affecting its property, or any Law, in a manner which could have a Materially Adverse Effect.
