Common use of Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information Clause in Contracts

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company is not aware of, has not been advised of, and, to the Company’s Knowledge, has no reason to believe that any facts or circumstances exist that would cause it or any Company Subsidiary to be deemed to be (i) not operating in compliance, in all material respects, with the Bank Secrecy Act of 1970, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Act), any order or regulation issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), or any other applicable anti-money laundering or anti-terrorist-financing statute, rule or regulation; or (ii) not operating in compliance in all material respects with the applicable privacy and customer information requirements contained in any federal and state privacy Laws and regulations, including, without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder. The Company is not aware of any facts or circumstances that would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it to undertake any material remedial action. The Company and each of the Company Subsidiaries have adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with the USA PATRIOT Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Act and the regulations thereunder, and they have complied in all respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Appears in 7 contracts

Samples: Investment Agreement (DBD Cayman, Ltd.), Investment Agreement (Anchorage Advisors, LLC), Investment Agreement (Hampton Roads Bankshares Inc)

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Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company is not aware of, has not been advised of, and, to the Company’s Knowledge, has no reason to believe that any facts or circumstances exist that would cause it or any Company Subsidiary to be deemed to be (i) not operating in compliance, in all material respects, with the Bank Secrecy Act of 1970, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Act), any order or regulation issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), or any other applicable anti-money laundering or anti-terrorist-financing statute, rule or regulation; or (ii) not operating in compliance in all material respects with the applicable privacy and customer information requirements contained in any federal and state privacy Laws and regulations, including, without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder. The Company is not aware of any facts or circumstances that would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it to undertake any material remedial action. The Company and each of the Company Subsidiaries have adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with the USA PATRIOT Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Act and the regulations thereunder, and they have complied in all respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Atlantic Capital Bancshares, Inc.), Stock Purchase Agreement (First Security Group Inc/Tn), Investment Agreement (Hampton Roads Bankshares Inc)

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company is not aware of, has not been advised of, and, to the Company’s Knowledge, and has no reason to believe that any facts or circumstances exist that exist, which would cause it or any Company Subsidiary of its Subsidiaries to be deemed to be (i) not to be operating in compliance, violation in all any material respects, with respect of the Bank Secrecy Act of 1970, as amendedAct, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Patriot Act), any order or regulation issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)Control, or any other applicable anti-money laundering or anti-terrorist-financing statute, rule or regulation; or (ii) not operating to be in satisfactory compliance in all any material respects respect with the applicable privacy and customer information requirements contained in any federal and state privacy Laws laws and regulations, including, without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder, as well as the provisions of the information security program adopted by the Company or Bank of New Jersey pursuant to 12 C.F.R. Part 364. The Company is not aware of any facts or circumstances that would cause it to believe that any non-public customer information or information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries has been disclosed to or accessed by an unauthorized third party in a manner that would cause it or any of its Subsidiaries to undertake any material remedial action. The Company and each Board of Directors of the Company Subsidiaries have (or, where appropriate, the Board of Directors of any of the Company’s Subsidiaries) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the USA PATRIOT Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Patriot Act and the regulations thereunder, and they have it (or such other of its Subsidiaries) has complied in all material respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Patriot Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Appears in 2 contracts

Samples: Merger Agreement (ConnectOne Bancorp, Inc.), Merger Agreement (Bancorp of New Jersey, Inc.)

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company is not aware of, has not been advised of, and, to the Company’s Knowledgeknowledge, has no reason to believe that any facts or circumstances exist that would cause it or any Company Subsidiary to be deemed to be (i1) not operating in compliance, in all material respects, with the Bank Secrecy Act of 1970, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Act), any order or regulation issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), or any other applicable anti-money laundering or anti-terrorist-financing statute, rule or regulation; (2) not in satisfactory compliance with the Community Reinvestment Act and the regulations promulgated thereunder or to be assigned a CRA rating by federal or state banking regulators of lower than “satisfactory”; or (ii3) not operating in compliance in all material respects with the applicable privacy and customer information requirements contained in any federal and state privacy Laws laws and regulations, including, without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder. The Company is not aware of any facts or circumstances that would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it to undertake any material remedial action. The Company and each of the Company Subsidiaries have adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with the USA PATRIOT Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Act and the regulations thereunder, and they have complied in all respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares Securities pursuant to transactions contemplated by the Transaction Documentsthis Agreement, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Personperson, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person person currently subject to any U.S. sanctions administered by OFAC.

Appears in 2 contracts

Samples: Investment Agreement (Corsair Capital LLC), Investment Agreement (United Community Banks Inc)

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company Parent is not aware of, has not been advised of, and, to the Company’s Knowledge, and has no reason to believe that any facts or circumstances exist that exist, which would cause it or any Company Subsidiary of its Subsidiaries to be deemed to be (i) not to be operating in compliance, violation in all any material respects, with respect of the Bank Secrecy Act of 1970, as amendedAct, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Patriot Act), any order or regulation issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)Control, or any other applicable anti-money laundering or anti-terrorist-financing statute, rule or regulation; or (ii) not operating to be in satisfactory compliance in all any material respects respect with the applicable privacy and customer information requirements contained in any federal and state privacy Laws laws and regulations, including, without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder, as well as the provisions of the information security program adopted by Parent and ConnectOne Bank pursuant to 12 C.F.R. Part 364. The Company Parent is not aware of any facts or circumstances that would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it or any of its Subsidiaries to undertake any material remedial action. The Company and each Each of the Company Subsidiaries have Board of Directors of Parent and ConnectOne Bank (or, where appropriate, the Board of Directors of any of their Subsidiaries) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the USA PATRIOT Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Patriot Act and the regulations thereunder, and they have it (or such other of its Subsidiaries) has complied in all material respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Patriot Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Appears in 2 contracts

Samples: Merger Agreement (ConnectOne Bancorp, Inc.), Merger Agreement (Bancorp of New Jersey, Inc.)

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company Limestone is not aware of, has not been advised of, and, to the Company’s Knowledge, and has no reason to believe that any facts or circumstances exist that exist, which would cause it Limestone or any Company Subsidiary of its Subsidiaries to be deemed to be (i) not to be operating in compliance, violation in all any material respects, with respect of the Bank Secrecy Act of 1970, as amendedAct, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Patriot Act), any order or regulation issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)Control, or any other applicable anti-money laundering or anti-terrorist-financing statutelaw, rule or regulation; or (ii) not operating to be in satisfactory compliance in all any material respects respect with the applicable privacy and customer information requirements contained in any federal and state privacy Laws and regulationslaws, including, including without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunderAct. The Company Limestone is not aware of any facts or circumstances that would cause it Limestone to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it Limestone or any of its Subsidiaries to undertake any material remedial action. The Company and each Limestone Board (or, where appropriate, the governing bodies of the Company Subsidiaries have its Subsidiaries) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with the USA PATRIOT Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Patriot Act and the regulations thereunder, and they have Limestone (or its Subsidiaries) has complied in all material respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Patriot Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Appears in 2 contracts

Samples: Merger Agreement (Limestone Bancorp, Inc.), Merger Agreement (Limestone Bancorp, Inc.)

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company It is not aware of, has not been advised of, and, to the Company’s Knowledge, and has no reason to believe that any facts or circumstances exist that exist, which would cause it or any Company Subsidiary of its Subsidiaries to be deemed to be (i) not to be operating in compliance, violation in all any material respects, with respect of the Bank Secrecy Act of 1970, as amendedAct, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Patriot Act), any order or regulation issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)Control, or any other applicable anti-money laundering or anti-terrorist-financing statute, rule or regulation; or (ii) not operating to be in satisfactory compliance in all any material respects respect with the applicable privacy and customer information requirements contained in any federal and state privacy Laws laws and regulations, including, without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder, as well as the provisions of the information security program adopted by Amegy Bank and Zions First National Bank pursuant to 12 C.F.R Part 40. The Company It is not aware of any facts or circumstances that which would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that which would cause it or any of its Subsidiaries to undertake any material remedial action. The Company and each Its board of directors (or where appropriate the Company Subsidiaries have board of any of its Subsidiaries) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the USA PATRIOT Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Patriot Act and the regulations thereunder, and they have it (or such other of its Subsidiaries) has complied in all material respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Patriot Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Appears in 2 contracts

Samples: Merger Agreement (Zions Bancorporation /Ut/), Merger Agreement (Amegy Bancorporation, Inc.)

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company is not aware of, has not been advised of, and, to the Company’s Knowledge, and has no reason to believe that any facts or circumstances exist that exist, which would cause it or any Company Subsidiary of its Subsidiaries to be deemed (a) to be (i) not operating in compliance, violation in all any material respects, with respect of the Bank Secrecy Act of 1970, as amendedAct, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Patriot Act), any order or regulation issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)Control, or any other applicable anti-money laundering or anti-terrorist-financing statute, rule or regulation; or (iib) not operating to be in satisfactory compliance in all any material respects respect with the applicable privacy and customer information requirements contained in any federal and state privacy Laws laws and regulations, including, without limitation, in Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder, as well as the provisions of the information security program adopted by the Company or Company Bank pursuant to 12 C.F.R. Part 364. The Company is not aware of any facts or circumstances that would cause it to believe that any non-public customer information or information technology networks controlled by and material to the operation of the business of the Company and its Subsidiaries has been disclosed to or accessed by an unauthorized third party in a manner that would cause it or any of its Subsidiaries to undertake any material remedial action. The Company and each Board of Directors of the Company Subsidiaries have (or, where appropriate, the Board of Directors (or similar governing body) of any of the Company’s Subsidiaries) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the USA PATRIOT Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Patriot Act and the regulations thereunder, and they have it (or such other of its Subsidiaries) has complied in all material respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Patriot Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Appears in 1 contract

Samples: Merger Agreement (United Community Banks Inc)

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company Limestone is not aware of, has not been advised of, and, to the Company’s Knowledge, and has no reason to believe that any facts or circumstances exist that exist, which would cause it Limestone or any Company Subsidiary of its Subsidiaries to be deemed to be (i) not to be operating in compliance, violation in all any material respects, with respect of the Bank Secrecy Act of 1970, as amendedAct, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Patriot Act), any order or regulation issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)Control, or any other applicable anti-money laundering or anti-terrorist-financing statutelaw, rule or regulation; or (ii) not operating to be in satisfactory compliance in all any material respects respect with the applicable privacy and customer information requirements contained in any federal and state privacy Laws and regulationslaws, including, including without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunderAct. The Company Limestone is not aware of any facts or circumstances that would cause it Limestone to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it Limestone or any of its Subsidiaries to undertake any material remedial action. The Company and each Limestone Board (or, where appropriate, the governing bodies of the Company Subsidiaries have its Subsidiaries) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with the USA PATRIOT Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Patriot Act and the regulations thereunder, and they have Limestone (or its Subsidiaries) has complied in all material respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Patriot Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.42

Appears in 1 contract

Samples: Merger Agreement (Peoples Bancorp Inc)

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company is not aware Benchmark has no Knowledge of, has not been advised in writing of, and, to the Company’s Knowledge, and has no reason to believe that any facts fact or circumstances exist that circumstance exists, which would cause it Benchmark or any Company Subsidiary Benchmark Bank to be deemed to be (i) not to be operating in compliance, in all material respects, with violation of the Bank Secrecy Act of 1970, as amendedAct, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Patriot Act), any order or regulation issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)Control, or any other applicable anti-money laundering law regulation or anti-terrorist-financing statute, rule or regulationrule; or (ii) not operating to be in satisfactory compliance in all any material respects respect with the applicable privacy and customer information requirements contained in any federal and state privacy Laws and regulationslaws, including, including without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunderAct. The Company is not aware Benchmark has no Knowledge of any facts or circumstances that would cause it Benchmark to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it Benchmark or any of its Subsidiaries to undertake any material remedial action. The Company and each Benchmark Board (or, where appropriate, the board of the Company Subsidiaries have directors of Benchmark Bank) has adopted and implemented an anti-money laundering program that that, to the Knowledge of Benchmark, contains adequate and appropriate customer identification verification procedures that comply with the USA PATRIOT Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Patriot Act and the regulations thereunder, and they have Benchmark (or Benchmark Bank) has complied in all material respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Patriot Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Appears in 1 contract

Samples: Merger Agreement (United Bancshares Inc/Oh)

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company is not aware of, has not been advised of, and, to the Company’s Knowledge, has no reason to believe that any facts or circumstances exist that would cause it or any Company Subsidiary to be deemed to be (i) not operating in compliance, in all material respects, with the Bank Secrecy Act of 1970, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Act), any order or regulation issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), or any other applicable anti-money laundering or anti-terrorist-financing statute, rule or regulation; or (ii) not operating in compliance in all material respects with the applicable privacy and customer information requirements contained in any federal and state privacy Laws and regulations, including, without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder. The Company is not aware of any facts or circumstances that would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it to undertake any material remedial action. The Company and each of the Company Subsidiaries have adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with the USA PATRIOT Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Act and the regulations thereunder, and they have complied in all respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Appears in 1 contract

Samples: Investment Agreement (First Federal Bancshares of Arkansas Inc)

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Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company is not aware Indian Village has no Knowledge of, has not been advised in writing of, and, to the Company’s Knowledge, and has no reason to believe that any facts or circumstances exist that exist, which would cause it Indian Village or any Company Subsidiary of its Subsidiaries to be deemed to be (i) not to be operating in compliance, in all material respects, with violation of the Bank Secrecy Act of 1970, as amendedAct, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Patriot Act), any order or regulation issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)Control, or any other applicable anti-money laundering or anti-terrorist-financing statute, rule or regulationLaw; or (ii) not operating to be in satisfactory compliance in all any material respects respect with the applicable privacy and customer information requirements contained in any federal and state privacy Laws and regulationsLaws, including, including without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder1999. The Company Indian Village is not aware of any facts or circumstances that would cause it Indian Village to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it Indian Village or any of its Subsidiaries to undertake any material remedial action. The Company and each Indian Village Board (or, where appropriate, the board of the Company Subsidiaries have directors of one of Indian Village’s Subsidiaries) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the USA PATRIOT Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Patriot Act and the regulations thereunder, and they have Indian Village (or the appropriate Subsidiary) has complied in all material respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Patriot Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Appears in 1 contract

Samples: Merger Agreement (CSB Bancorp Inc /Oh)

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company is not aware Neither Purchaser nor the Purchaser Bank has any Knowledge of, has not been advised of, and, to the Company’s Knowledge, or has no any reason to believe that any facts or circumstances exist that which would cause it Purchaser or any Company Subsidiary the Purchaser Bank to be deemed to be deemed: (i) not to be operating in compliance, violation in all any material respects, with respect of the Bank Secrecy Act of 1970, as amendedAct, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Patriot Act), any order or regulation issued with respect to anti-money laundering by the U.S. Department of the Treasury’s 's Office of Foreign Assets Control (“OFAC”)Control, or any other applicable anti-money laundering or anti-terrorist-financing statute, rule or regulation; or (ii) not operating to be in satisfactory compliance in all any material respects respect with the applicable privacy and customer information requirements contained in any federal and state privacy Laws laws and regulations, including, without limitation, in Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder, as well as the provisions of the information security program adopted by the Bank pursuant to 12 C.F.R. Part 364. The Company Neither Purchaser nor the Purchaser Bank is not aware of any facts or circumstances that would cause it Purchaser or the Purchaser Bank to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it Purchaser or the Purchaser Bank to undertake any material remedial action. The Company Board of Directors of Purchaser and each the Board of Directors of the Company Subsidiaries have Purchaser Bank has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the USA PATRIOT Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Patriot Act and the regulations thereunder, and they Purchaser and the Purchaser Bank have complied in all material respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Patriot Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Appears in 1 contract

Samples: Merger Agreement (First Financial Bancorp /Oh/)

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company Bank is not aware of, has not been advised of, and, to the Company’s Knowledge, and has no reason to believe that any facts or circumstances exist that exist, which would cause it or any Company Subsidiary of its Subsidiaries to be deemed to be (i) not to be operating in compliance, violation in all any material respects, with respect of the Bank Secrecy Act of 1970, as amendedAct, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Act), any order or regulation issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)Control, or any other applicable anti-money laundering or anti-terrorist-financing statute, rule or regulation; or (ii) not operating to be in satisfactory compliance in all any material respects respect with the applicable privacy and customer information requirements contained in any federal and state privacy Laws laws and regulations, including, without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder, as well as the provisions of the information security program adopted by Bank pursuant to 12 C.F.R. Part 570, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. The Company It is not aware of any facts or circumstances that would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it or any of its Subsidiaries to undertake any material remedial action, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. The Company and each Bank’s Board of Directors (or, where appropriate, the Company Subsidiaries have board of directors of any of Bank’s Subsidiaries) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the USA PATRIOT Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Act and the regulations thereunder, and they have it (or such other of its Subsidiaries) has complied in all respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Act and the regulations thereunder. The Company will , except where the failure to so comply would not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant reasonably be expected to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAChave a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Guaranty Financial Group Inc.)

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company EFBI is not aware of, has not been advised of, and, to the Company’s Knowledge, and has no reason to believe that any facts or circumstances exist that exist, which would cause it EFBI or any Company Subsidiary of its Subsidiaries to be deemed to be (i) not to be operating in compliance, in all material respects, with violation of the Bank Secrecy Act of 1970, as amendedAct, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Patriot Act), any order or regulation issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)Control, or any other applicable anti-money laundering or anti-terrorist-financing statutelaw, rule or regulation; or (ii) not operating to be in satisfactory compliance in all any material respects respect with the applicable privacy and customer information requirements contained in any federal and state privacy Laws and regulationslaws, including, including without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunderAct. The Company EFBI is not aware of any facts or circumstances that would cause it EFBI to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it EFBI or any of its Subsidiaries to undertake any material remedial action. The Company and each EFBI Board (or, where appropriate, the governing bodies of the Company Subsidiaries have its Subsidiaries) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with the USA PATRIOT Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Patriot Act and the regulations thereunder, and they have EFBI (or its Subsidiaries) has complied in all material respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Patriot Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Appears in 1 contract

Samples: Merger Agreement (LCNB Corp)

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company is not aware of, has not been advised of, and, to the Company’s Knowledgeknowledge, has no reason to believe that any facts or circumstances exist that would cause it or any Company Subsidiary to be deemed to be (i1) not operating in compliance, in all material respects, with the Bank Secrecy Act of 1970, as amended, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Act), any order or regulation issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), or any other applicable anti-money laundering or anti-terrorist-financing statute, rule or regulation; or (ii2) not operating in compliance in all material respects with the applicable privacy and customer information requirements contained in any federal and state privacy Laws laws and regulations, including, without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunder. The Company is not aware of any facts or circumstances that would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it to undertake any material remedial action. The Company and each of the Company Subsidiaries have adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with the USA PATRIOT Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Act and the regulations thereunder, and they have complied in all respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares Securities pursuant to transactions contemplated by the Transaction Documentsthis Agreement, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Personperson, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person person currently subject to any U.S. sanctions administered by OFAC.

Appears in 1 contract

Samples: Subscription Agreement (United Community Banks Inc)

Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. The Company CNNB is not aware of, has not been advised of, and, to the Company’s Knowledge, and has no reason to believe that any facts or circumstances exist that exist, which would cause it CNNB or any Company Subsidiary of its Subsidiaries to be deemed to be (i) not to be operating in compliance, in all material respects, with violation of the Bank Secrecy Act of 1970, as amendedAct, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the USA PATRIOT Patriot Act), any order or regulation issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)Control, or any other applicable anti-money laundering or anti-terrorist-financing statutelaw, rule or regulation; or (ii) not operating to be in satisfactory compliance in all any material respects respect with the applicable privacy and customer information requirements contained in any federal and state privacy Laws and regulationslaws, including, including without limitation, in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and the regulations promulgated thereunderAct. The Company CNNB is not aware of any facts or circumstances that would cause it CNNB to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third party in a manner that would cause it CNNB or any of its Subsidiaries to undertake any material remedial action. The Company and each CNNB Board (or, where appropriate, the governing bodies of the Company Subsidiaries have its Subsidiaries) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with the USA PATRIOT Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the USA PATRIOT Patriot Act and the regulations thereunder, and they have CNNB (or its Subsidiaries) has complied in all material respects with any requirements to file reports and other necessary documents as required by the USA PATRIOT Patriot Act and the regulations thereunder. The Company will not knowingly directly or indirectly use the proceeds of the sale of the Common Shares pursuant to transactions contemplated by the Transaction Documents, or lend, contribute or otherwise make available such proceeds to any Company Subsidiary, joint venture partner or other Person, towards any sales or operations in any country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Appears in 1 contract

Samples: Merger Agreement (LCNB Corp)

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