Common use of Absence of Violations Clause in Contracts

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 activity is documented; and SS Bank has officially designated a CRA officer who reports directly to the board of directors and is responsible for the CRA program of SS Bank.

Absence of Violations. Except as set forth on Schedule 6.3 hereof: (a) Neither neither the Company nor SS the 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 the Bank has received any claim or notice of violation with respect thereto; (b) Neither neither the Company nor SS the Bank nor any member of the management of any either 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 OCC, the Federal Deposit Insurance Corporation (the "FDIC"), any other banking or securities authority of the United States or the State of NevadaColorado, or any other regulatory agency that relates to the conduct of the business of the Company or SS the 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 each of the Company and SS the 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 the 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 the Bank with respect to all such laws and regulations reasonably limit noncompliance and detect and report noncompliance to its management; and (d) SS the Bank has established a CRA policy which provides for (i) goals and objectives objec tives consistent with CRA; (ii) a methodology for self-assessment by the board of directors of SS the Bank; (iii) ongoing CRA training of all personnel of SS the Bank, including the members of its board of directors; and (iv) procedures whereby all significant CRA-related activity is documented; and SS the Bank has officially designated a CRA officer who reports directly to the board of directors and is responsible for the CRA program of SS the Bank.

Absence of Violations. Except as set forth on Schedule 6.3 hereof: (a) Neither neither the Company nor SS Bank any of the Subsidiary Institutions 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 any of the Subsidiary Institutions has received any claim or notice of violation with respect thereto; (b) Neither neither the Company nor SS Bank any of the Subsidiary Institutions 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 NevadaColorado or the State of New Mexico, or any other regulatory agency that relates to the conduct of the business of the Company or SS Bank the Subsidiary Institutions 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 each of the Company and SS Bank the Subsidiary Institutions 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 opera- tions of the Company and SS Bank the Subsidiary Institutions 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 the Subsidiary Institutions with respect to all such laws and regulations reasonably limit noncompliance and detect and report noncompliance to its management; and (d) SS Bank each of the Subsidiary Institutions 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 Bankthe applicable Subsidiary Institution; (iii) ongoing CRA training of all personnel of SS Bankthe applicable Subsidiary Institution, including the members of its board of directors; and (iv) procedures whereby all significant CRA-related activity is documented; and SS Bank each of the Subsidiary Institutions has officially designated a CRA officer who reports directly to the board of directors and is responsible for the CRA program of SS Bankapplicable Subsidiary Institution.

Absence of Violations. Except as set forth on Schedule 6.3 hereof: (a) Neither neither the Company nor SS the 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 the Bank has received any claim or notice of violation with respect thereto; (b) Neither neither the Company nor SS the Bank nor any member of the management of any either 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 Reserve Bank of Kansas City, the Federal Deposit Insurance Corporation (the "FDIC"), any other banking or securities authority of the United States or the State of NevadaColorado, or any other regulatory agency that relates to the conduct of the business of the Company or SS the 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 each of the Company and SS the 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 the 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 the Bank with respect to all such laws and regulations reasonably limit noncompliance and detect and report noncompliance to its management; and (d) SS the 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 the Bank; (iii) ongoing CRA training of all personnel of SS the Bank, including the members of its board of directors; and (iv) procedures whereby all significant CRA-related activity is documented; and SS the Bank has officially designated a CRA officer who reports directly to the board of directors and is responsible for the CRA program of SS the Bank.

Absence of Violations. (a) Neither the Company PAHC nor SS PA Bank is (i) in violation of its respective charter documents or bylaws, nor (ii) in violation of any applicable federal, state, or local law or ordinance nor or any order, rule, or regulation of any federal, state, local, or other governmental agency or body, or (iii) in any material respect, violation of 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 except, in the case of which (ii) or (iii), for such violations or defaults which in the aggregate could not reasonably be expected to have a materially adverse effect Material Adverse Effect on its business, properties, liabilities, financial position, results of operations, PAHC or prospectsPA Bank; and neither the Company PAHC nor SS PA Bank has received any claim or notice of violation with respect thereto; (b) Neither the Company neither PAHC nor SS PA Bank nor any member of the management of any either 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 Reserve Bank of Philadelphia, the OCC, the Federal Deposit Insurance Corporation (the "FDIC"), the SEC, the Department, any other banking or securities authority of the United States or the State Commonwealth of NevadaPennsylvania, or any other regulatory agency that relates to the conduct of the business of the Company PAHC or SS PA Bank or any of their subsidiaries or their assets; and except as previously disclosed to Zions Bancorp NBTB in writing, no such agreement, memorandum, order, condition, or decree is pending or threatened; (c) Each of the Company and SS PA 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 PA Bank with respect to all such laws and regulations reasonably limit noncompliance and detect and report noncompliance to its management; and (d) SS PA Bank has established a CRA policy which provides for (i) goals and objectives consistent with CRA; (ii) a methodology CRA and 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 activity is documented; and SS PA Bank has officially designated a CRA officer who reports directly to the board of directors and is responsible for the CRA program of SS PA Bank.

Absence of Violations. (a) Neither the Company LABN nor SS LA Bank is (i) in violation of its respective charter documents or bylaws, nor (ii) in violation of any applicable federal, state, or local law or ordinance nor or any order, rule, or regulation of any federal, state, local, or other governmental agency or body, or (iii) in any material respect, violation of 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 except, in the case of which (ii) or (iii), for such violations or defaults which in the aggregate could not reasonably be expected to have a materially adverse effect Material Adverse Effect on its business, properties, liabilities, financial position, results of operations, LABN or prospectsLA Bank; and neither the Company LABN nor SS LA Bank has received any claim or notice of violation with respect thereto; (b) Neither the Company neither LABN nor SS LA Bank nor any member of the management of any either 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 Reserve Bank of Philadelphia, the Federal Deposit Insurance Corporation (the "FDIC"), the SEC, the Department, any other banking or securities authority of the United States or the State Commonwealth of NevadaPennsylvania, or any other regulatory agency that relates to the conduct of the business of the Company LABN or SS LA Bank or any of their subsidiaries or their assets; and except as previously disclosed to Zions Bancorp NBTB in writing, no such agreement, memorandum, order, condition, or decree is pending or threatened; (c) Each of the Company and SS LA 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 LA Bank with respect to all such laws and regulations reasonably limit noncompliance and detect and report noncompliance to its management; and (d) SS LA Bank has established a CRA policy which provides for (i) goals and objectives consistent with CRA; (ii) a methodology CRA and 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 activity is documented; and SS LA Bank has officially designated a CRA officer who reports directly to the board of directors and is responsible for the CRA program of SS LA Bank.