Certain Filings, Consents and Arrangements. Queens and Haven shall (a) as soon as practicable (and in any event within 45 days after the date hereof) make, or cause to be made, any filings and applications and provide any notices required to be filed or provided in order to obtain all approvals, consents and waivers of Governmental Entities and third parties necessary or appropriate for the consummation of the transactions contemplated hereby or by Option Agreement; and (b) cooperate with one another in promptly (i) determining what filings and notices are required to be made or approvals, consents or waivers are required to be obtained under any relevant federal or state law or regulation or under any relevant agreement or other document and (ii) making any such filings and notices, furnishing information required in connection therewith and seeking timely to obtain any such approvals, consents or waivers. Each party shall provide the other party with (i) a copy of all applications, notices and filings referred to in this Section 4.4 together with all attachments (other than biographical and financial disclosure forms), no less than five days before filing such application, notice or filing with the applicable Governmental Entity and (ii) a copy of all applications, notices and filings referred to in this Section 4.4 filed with any Governmental Entity. Each party shall notify the other of the receipt of any comments of any Governmental Entity with respect to any application, notice or filing in connection with this Agreement and shall provide the other party with copies of all correspondence between that party or any representative of that party and the Governmental Entity and copies of any amendments or supplements to any application, notice or filing.
Appears in 3 contracts
Samples: Merger Agreement (Queens County Bancorp Inc), Merger Agreement (Queens County Bancorp Inc), Merger Agreement (Haven Bancorp Inc)
Certain Filings, Consents and Arrangements. Queens FirstMerit and Haven Signal shall (a) promptly file all reports and applications required to be filed with the Commission, the FRB and such other Governmental Entities (the "Regulatory Authorities") as may have jurisdiction for such approvals as may be required to be obtained from such Governmental Entities in order to carry out the transactions contemplated by this Agreement as soon as practicable (and in any event within 45 days after between the date hereof) make, of this Agreement and the Effective Time and each FirstMerit Subsidiary or cause to be made, any filings and applications and provide any notices Signal Subsidiary that is a bank or savings association shall also file all reports required to be filed or provided in order with the FRB, the OCC and the OTS with respect to obtain all approvals, consents the Merger and waivers of Governmental Entities and third parties necessary or appropriate for the consummation of the other transactions contemplated hereby or by Option this Agreement; and , (b) cooperate with one another in promptly (i) in promptly determining what whether any other filings and notices are required to be made or consents, approvals, consents permits or waivers authorizations are required to be obtained under any relevant federal other federal, state or state foreign law or regulation or under any relevant agreement or other document regulation, and (ii) in promptly making any such filings and noticesfilings, furnishing information required in connection therewith and seeking timely to obtain any such consents, approvals, consents permits or waiversauthorizations, and (c) deliver to the other party to this Agreement copies of all such applications and reports promptly after they are filed. In no event, however, shall either party hereto be liable for any untrue statement of a material fact or omission to state a material fact in any filing made with any Governmental Entity pursuant to this Section made in reliance upon, and in conformity with, written information concerning the other party hereto furnished by such other party specifically for use in such filing. Each party hereto shall provide advise the other party with (i) a copy of all applications, notices and filings referred to in this Section 4.4 together with all attachments (other than biographical and financial disclosure forms), no less than five days before filing such application, notice or filing with the applicable Governmental Entity and (ii) a copy of all applications, notices and filings referred to in this Section 4.4 filed with any Governmental Entity. Each party shall notify the other hereto promptly of the receipt occurrence of any comments event which makes untrue any statement of a material fact contained in any Governmental Entity with respect to any application, notice or such filing in connection with this Agreement and shall provide the other party with copies of all correspondence between that party or any representative amendment or supplement thereto or that requires the making of that party and the Governmental Entity and copies of a change in any amendments such filing or supplements any amendment or supplement thereto in order to make any application, notice or filingmaterial statement therein not misleading.
Appears in 3 contracts
Samples: Merger Agreement (Firstmerit Corp), Merger Agreement (Signal Corp), Merger Agreement (Firstmerit Corp)
Certain Filings, Consents and Arrangements. Queens FirstMerit and Haven Security First shall (a) promptly file all reports and applications required to be filed with the Commission, the FRB and such other Governmental Entities (the "Regulatory Authorities") as may have jurisdiction for such approvals as may be required to be obtained from such Governmental Entities in order to carry out the transactions contemplated by this Agreement as soon as practicable (and in any event within 45 days after between the date hereof) make, of this Agreement and the Effective Time and each FirstMerit Subsidiary or cause to be made, any filings and applications and provide any notices Security First Subsidiary that is a bank or savings association shall also file all reports required to be filed or provided in order with the FRB, the OTS and the OCC with respect to obtain all approvals, consents the Merger and waivers of Governmental Entities and third parties necessary or appropriate for the consummation of the other transactions contemplated hereby or by Option this Agreement; and , (b) cooperate with one another in promptly (i) in promptly determining what whether any other filings and notices are required to be made or consents, approvals, consents permits or waivers authorizations are required to be obtained under any relevant federal other 31 federal, state or state foreign law or regulation or under any relevant agreement or other document regulation, and (ii) in promptly making any such filings and noticesfilings, furnishing information required in connection therewith and seeking timely to obtain any such consents, approvals, consents permits or waiversauthorizations, and (c) deliver to the other party to this Agreement copies of all such applications and reports promptly after they are filed. In no event, however, shall either party hereto be liable for any untrue statement of a material fact or omission to state a material fact in any filing made with any Governmental Entity pursuant to this Section made in reliance upon, and in conformity with, written information concerning the other party hereto furnished by such other party specifically for use in such filing. Each party hereto shall provide advise the other party with (i) a copy of all applications, notices and filings referred to in this Section 4.4 together with all attachments (other than biographical and financial disclosure forms), no less than five days before filing such application, notice or filing with the applicable Governmental Entity and (ii) a copy of all applications, notices and filings referred to in this Section 4.4 filed with any Governmental Entity. Each party shall notify the other hereto promptly of the receipt occurrence of any comments event which makes untrue any statement of a material fact contained in any Governmental Entity with respect to any application, notice or such filing in connection with this Agreement and shall provide the other party with copies of all correspondence between that party or any representative amendment or supplement thereto or that requires the making of that party and the Governmental Entity and copies of a change in any amendments such filing or supplements any amendment or supplement thereto in order to make any application, notice or filingmaterial statement therein not misleading.
Appears in 2 contracts
Samples: Merger Agreement (Firstmerit Bank Na), Agreement of Affiliation and Plan of Merger (Firstmerit Bank Na)
Certain Filings, Consents and Arrangements. Queens FirstMerit and Haven Security First shall (a) promptly file all reports and applications required to be filed with the Commission, the FRB and such other Governmental Entities (the "Regulatory Authorities") as may have jurisdiction for such approvals as may be required to be obtained from such Governmental Entities in order to carry out the transactions contemplated by this Agreement as soon as practicable (and in any event within 45 days after between the date hereof) make, of this Agreement and the Effective Time and each FirstMerit Subsidiary or cause to be made, any filings and applications and provide any notices Security First Subsidiary that is a bank or savings association shall also file all reports required to be filed or provided in order with the FRB, the OTS and the OCC with respect to obtain all approvals, consents the Merger and waivers of Governmental Entities and third parties necessary or appropriate for the consummation of the other transactions contemplated hereby or by Option this Agreement; and , (b) cooperate with one another in promptly (i) in promptly determining what whether any other filings and notices are required to be made or consents, approvals, consents permits or waivers authorizations are required to be obtained under any relevant federal other federal, state or state foreign law or regulation or under any relevant agreement or other document regulation, and (ii) in promptly making any such filings and noticesfilings, furnishing information required in connection therewith and seeking timely to obtain any such consents, approvals, consents permits or waiversauthorizations, and (c) deliver to the other party to this Agreement copies of all such applications and reports promptly after they are filed. In no event, however, shall either party hereto be liable for any untrue statement of a material fact or omission to state a material fact in any filing made with any Governmental Entity pursuant to this Section made in reliance upon, and in conformity with, written information concerning the other party hereto furnished by such other party specifically for use in such filing. Each party hereto shall provide advise the other party with (i) a copy of all applications, notices and filings referred to in this Section 4.4 together with all attachments (other than biographical and financial disclosure forms), no less than five days before filing such application, notice or filing with the applicable Governmental Entity and (ii) a copy of all applications, notices and filings referred to in this Section 4.4 filed with any Governmental Entity. Each party shall notify the other hereto promptly of the receipt occurrence of any comments event which makes untrue any statement of a material fact contained in any Governmental Entity with respect to any application, notice or such filing in connection with this Agreement and shall provide the other party with copies of all correspondence between that party or any representative amendment or supplement thereto or that requires the making of that party and the Governmental Entity and copies of a change in any amendments such filing or supplements any amendment or supplement thereto in order to make any application, notice or filingmaterial statement therein not misleading.
Appears in 1 contract