Common use of Agreements with Regulatory Agencies Clause in Contracts

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any material civil monetary penalty by, or has been since January 1, 2014, a recipient of any supervisory letter from, or since January 1, 2014, has adopted any board resolutions at the request of, any Regulatory Agency or other Governmental Entity, that, in each of any such cases, currently restricts in any material respect the conduct of its business, would restrict the consummation of the transactions contemplated by this Agreement or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies or its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised since January 1, 2014, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any material civil monetary penalty by, or has been since January 1, 20142012, a recipient of any supervisory letter from, or since January 1, 20142012, has adopted any board resolutions at the request of, any Regulatory Agency or other Governmental Entity, that, in each of any such cases, currently restricts in any material respect the conduct of its business, would restrict the consummation of the transactions contemplated by this Agreement Agreement, or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies or policies, its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor to the knowledge of Parent and Acquiror has Parent or any of its Subsidiaries been advised since January 1, 20142012, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any material civil monetary money penalty by, or has been since January 1, 20142017, a recipient of any supervisory letter from, or since January 1, 20142017, has adopted any policies, procedures or board resolutions at the request of, or suggestion of any Regulatory Agency or other Governmental Entity, that, in each of any such cases, Entity that currently restricts in any material respect the conduct of its business, would restrict the consummation of the transactions contemplated by this Agreement business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies or policies, its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing or, to the knowledge of the Parent, otherwise since January 1, 20142017, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any material civil monetary money penalty by, or has been since January 1, 20142015, a recipient of any supervisory letter from, or since January 1, 20142015, has adopted any policies, procedures or board resolutions at the request of, or suggestion of any Regulatory Agency or other Governmental Entity, that, in each of any such cases, Entity that currently restricts in any material respect the conduct of its business, would restrict the consummation of the transactions contemplated by this Agreement business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies or policies, its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing since January 1, 20142015, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any material civil monetary money penalty by, or has been since January 1, 20142012, a recipient of any supervisory letter from, or since January 1, 20142012, has adopted any policies, procedures or board resolutions at the request of, or suggestion of any Regulatory Agency or other Governmental Entity, that, in each of any such cases, Entity that currently restricts in any material respect the conduct of its business, would restrict the consummation of the transactions contemplated by this Agreement business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies or policies, its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing or, to the knowledge of Parent, orally, since January 1, 20142012, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any material civil monetary money penalty by, or has been since January 1, 20142015, a recipient of any supervisory letter from, or since January 1, 20142015, has adopted any policies, procedures or board resolutions at the request of, or suggestion of any Regulatory Agency or other Governmental Entity, that, in each of any such cases, Entity that currently restricts in any material respect the conduct of its business, would restrict the consummation of the transactions contemplated by this Agreement business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies or policies, its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing since January 1, 20142015, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any material civil monetary money penalty by, or has been since January 1, 20142015, a recipient of any supervisory letter from, or since January 1, 20142015, has adopted any policies, procedures or board resolutions at the request of, or suggestion of any Regulatory Agency or other Governmental Entity, that, in each of any such cases, Entity that currently restricts in any material respect the conduct of its business, would restrict the consummation of the transactions contemplated by this Agreement business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies or policies, its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing since January 1, 20142015, by any Regulatory Agency or other Governmental Entity that it is presently considering issuing, initiating, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any material civil monetary money penalty by, or has been since January 1, 20142022, a recipient of any supervisory letter from, or since January 1, 20142022, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity, that, in each of any such cases, Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business, would restrict the consummation of the transactions contemplated by this Agreement business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies or policies, its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing, or to Parent’s knowledge, orally, since January 1, 20142022, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any material civil monetary money penalty by, or has been since January 1, 20142013, a recipient of any supervisory letter from, or since January 1, 20142013, has adopted any policies, procedures or board resolutions at the request of, or suggestion of any Regulatory Agency or other Governmental Entity, that, in each of any such cases, Entity that currently restricts in any material respect the conduct of its business, would restrict the consummation of the transactions contemplated by this Agreement business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies or policies, its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing since January 1, 20142013, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any material civil monetary money penalty by, or has been since January 1, 20142011, a recipient of any supervisory letter from, or since January 1, 20142011, has adopted any policies, procedures or board resolutions at the request of, or suggestion of any Regulatory Agency or other Governmental Entity, that, in each of any such cases, Entity that currently restricts in any material respect the conduct of its business, would restrict the consummation of the transactions contemplated by this Agreement business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies or policies, its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing or, to Susquehanna’s knowledge, orally, since January 1, 20142011, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other similar order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding or other similar written agreement with, any Regulatory Agency or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any material civil monetary penalty by, other Governmental Entity or has been since January 1, 2014, a recipient of 2016 ordered to pay any supervisory letter from, or since January 1, 2014, has adopted any board resolutions at the request of, civil money penalty by any Regulatory Agency or other Governmental Entity. Since January 1, that2016, in each neither Parent nor any of its Subsidiaries has adopted any policies, procedures or board resolutions at the request of any such cases, currently Regulatory Agency or other Governmental Entity that (a) materially restricts in any material respect the conduct of its business, would restrict the consummation of the transactions contemplated by this Agreement business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies or policies, its management or its business or (b) would prevent or materially impair the ability of Parent to consummate the Merger and the transactions contemplated by this Agreement (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), . Neither Parent nor has Parent or any of its Subsidiaries has been advised in writing, or, to the knowledge of Parent, orally, since January 1, 20142016, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any material civil monetary money penalty by, or has been since January 1, 2014, a recipient of any supervisory letter from, or since January 1, 20142012, has adopted any policies, procedures or board resolutions at the request of, or suggestion of any Regulatory Agency or other Governmental Entity, specific to Parent or its Subsidiaries, that, in each of any such cases, currently restricts in any material respect the conduct of its business, would restrict the consummation of the transactions contemplated by this Agreement business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies or policies, its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing or, to Parent’s knowledge, orally, since January 1, 20142012, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering ordering, or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Except as set forth on Section 4.14 of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any material civil monetary money penalty by, or has been been, since January 1, 2014, a recipient of any supervisory letter from, or or, since January 1, 2014, has adopted any policies, procedures or board resolutions at the request of, or suggestion of any Regulatory Agency or other Governmental Entity, that, in each of any such cases, Entity that currently restricts in any material respect the conduct of its business, would restrict the consummation of the transactions contemplated by this Agreement business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies or policies, its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing or, to the knowledge of Parent, orally, since January 1, 2014, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Parent Regulatory Agreement.

Agreements with Regulatory Agencies. Neither Parent nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any material civil monetary money penalty by, or has been since January 1, 2014, a recipient of any supervisory letter from, or since January 1, 2014, has adopted any policies, procedures or board resolutions at the request of, or suggestion of any Regulatory Agency or other Governmental Entity, that, in each of any such cases, Entity that currently restricts in any material respect the conduct of its business, would restrict the consummation of the transactions contemplated by this Agreement business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies or policies, its management or its business (each, whether or not set forth in the Parent Disclosure Schedule, a “Parent Regulatory Agreement”), nor has Parent or any of its Subsidiaries been advised in writing or, to Parent’s knowledge, orally, since January 1, 2014, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Parent Regulatory Agreement.