Compliance with Applicable Laws and Reporting Requirements. (a) The Seller and its Subsidiaries hold all material Permits which are required for the operation of their respective businesses and the Seller and each of its Subsidiaries is in compliance with the terms of the Permits and all applicable laws and regulations, except where the failure so to hold or comply, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller. The businesses of the Seller and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Authority, except for possible violations which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on the Seller. No investigation by any Governmental Authority with respect to the Seller or any of its Subsidiaries is pending or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Seller. (b) The business and operations of the Seller and of any of the Seller’s Subsidiaries through which the Seller conducts its finance activities (including mortgage banking and mortgage lending activities and consumer finance activities) (together, the “Seller Finance Subsidiaries”), have been conducted in compliance in all material respects with all Finance Laws, and have complied in all material respects with all applicable collection practices in seeking payment under any loan or credit extension of such Seller Finance Subsidiaries. In addition, there is no pending or, to the knowledge of the Seller, threatened charge by any Governmental Authority that any of the Seller Finance Subsidiaries has violated, nor any pending or, to the knowledge of the Seller, threatened investigation by any Governmental Authority with respect to possible violations of, any applicable Finance Laws where such violations would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Seller.
Appears in 1 contract
Samples: Merger Agreement (Boston Private Financial Holdings Inc)
Compliance with Applicable Laws and Reporting Requirements. (a) The Seller and its Subsidiaries hold holds all material Permits which are required for the operation of their respective its businesses and the Seller and each of its Subsidiaries is in compliance with the terms of the Permits and all applicable laws and regulations, except where the failure so to hold or comply, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller. The businesses business of the Seller and its Subsidiaries are is not being conducted in violation of any law, ordinance or regulation of any Governmental Authority, except for possible violations which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on the Seller. No To the knowledge of Seller, no investigation by any Governmental Authority with respect to the Seller or any of its Subsidiaries is pending or threatened.
(b) Seller is (i) in compliance with their respective governing documents, other than(ii) in compliance with all applicable laws, ordinances, orders, rules and regulations of Governmental Authorities (including any regulatory capital requirements, truth-in-lending, fair lending, usury, fair credit reporting, consumer protection, securities, municipal securities, safety, health, environmental, zoning, anti-discrimination, antitrust, labor, and wage and hour laws, ordinances, orders, rules and regulations), except where failure to be in each case, those the outcome of which, individually or in the aggregate, compliance would not reasonably be expected to have a Material Adverse Effect on Seller, (iii) in compliance with all orders, writs, injunctions and decrees of any court, and (iv) in compliance with all orders, licenses and demands of Governmental Authorities. Seller has not received any notice or communication from any Governmental Authority asserting that Seller is not in compliance with any of the Sellerforegoing. Seller is not subject to any regulatory or supervisory cease and desist order, assistance agreement, other agreement, written directive, memorandum of understanding or written commitment (other than those of general applicability to national banks issued by applicable Regulatory Authorities) and has not received any written communication requesting that it enter into any of the foregoing. Seller has not been advised by any Regulatory Authority that such Regulatory Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission.
(bc) The business and operations To the Knowledge of the Seller and of any of the Seller’s Subsidiaries through which the Seller conducts its finance activities (including mortgage banking and mortgage lending activities and consumer finance activities) (together, the “Seller Finance Subsidiaries”), have been conducted in compliance in all material respects with all Finance Laws, and have complied in all material respects with all applicable collection practices in seeking payment under any loan or credit extension of such Seller Finance Subsidiaries. In addition, there is no pending or, to the knowledge of the Seller, threatened charge by any Governmental Authority that any of the Seller Finance Subsidiaries has violated, nor any pending or, to the knowledge of the Seller, threatened no investigation or review by any Governmental Authority with respect to possible violations ofthe Seller is pending or threatened, nor has any applicable Finance Laws where such violations wouldGovernmental Authority indicated to the Seller an intention to conduct the same, either individually other than normal or in the aggregate, reasonably be expected to have routine regulatory examinations.
(d) Seller has a Material Adverse Effect on the SellerCRA rating of “satisfactory” or better.
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Compliance with Applicable Laws and Reporting Requirements. (a) The Seller Buyer and its Subsidiaries hold all material Permits permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Authorities which are required for the operation of their respective businesses and (the Seller “Permits”). The Buyer and each of its Subsidiaries is in compliance with the terms of the Permits and all applicable laws and regulations, except where the failure so to hold or comply, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the SellerBuyer. The businesses of the Seller Buyer and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Authority, Authority except for possible violations which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on the SellerBuyer. No investigation by any Governmental Authority with respect to the Seller Buyer or any of its Subsidiaries is pending or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the SellerBuyer.
(b) The business and operations of the Seller Buyer and of any of the SellerBuyer’s Subsidiaries through which the Seller Buyer conducts its finance activities (including mortgage banking and mortgage lending activities and consumer finance activities) (together, the “Seller Buyer Finance Subsidiaries”), have been conducted in compliance in all material respects with all applicable statutes and regulations regulating the business of consumer lending, including state usury laws, the Truth in Lending Act, RESPA, the Consumer Credit Protection Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Homeowners Ownership and Equity Protection Act, the Fair Debt Collections Act and other federal, state, local and foreign laws regulating lending (“Finance Laws”), and have complied in all material respects with all applicable collection practices in seeking payment under any loan or credit extension of such Seller Buyer Finance Subsidiaries. In addition, there is no pending or, to the knowledge of the SellerBuyer, threatened charge by any Governmental Authority that any of the Seller Buyer Finance Subsidiaries has violated, nor any pending or, to the knowledge of the SellerBuyer, threatened investigation by any Governmental Authority with respect to possible violations of, any applicable Finance Laws where such violations would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the SellerBuyer.
Appears in 1 contract
Samples: Merger Agreement (Boston Private Financial Holdings Inc)
Compliance with Applicable Laws and Reporting Requirements. (ai) The Seller Covalence and its Subsidiaries hold all material Permits permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are required for material to the operation of their respective the businesses of Covalence and its Subsidiaries, taken as a whole (the Seller “Covalence Permits”), and each of Covalence and its Subsidiaries is are in compliance with the terms of the Covalence Permits and all applicable laws and regulations, except where the failure so to hold or comply, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect material adverse effect on the SellerCovalence. The businesses Businesses of the Seller Covalence and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental AuthorityEntity (including but not limited to the Sxxxxxxx-Xxxxx Act of 2002 and the USA PATRIOT Act of 2001), except for possible violations which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect material adverse effect on Covalence. To the Seller. No knowledge of Covalence, no investigation by any Governmental Authority Entity with respect to the Seller Covalence or any of its Subsidiaries is pending or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on the SellerCovalence.
(bii) The business records, systems, controls, data and operations information of the Seller Covalence and of any of the Seller’s its Subsidiaries through which the Seller conducts its finance activities are recorded, stored, maintained and operated under means (including mortgage banking any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and mortgage lending activities direct control of Covalence or its Subsidiaries or accountants (including all means of access thereto and consumer finance activities) (together, the “Seller Finance Subsidiaries”therefrom), have been conducted in compliance in all material respects with all Finance Laws, except for any non-exclusive ownership and have complied in all material respects with all applicable collection practices in seeking payment under any loan or credit extension of such Seller Finance Subsidiaries. In addition, there is no pending or, to the knowledge of the Seller, threatened charge by any Governmental Authority non-direct control that any of the Seller Finance Subsidiaries has violated, nor any pending or, to the knowledge of the Seller, threatened investigation by any Governmental Authority with respect to possible violations of, any applicable Finance Laws where such violations would, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect materially adverse effect on the Sellersystem of internal accounting controls described in the following sentence. Covalence and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. Covalence (A) has designed disclosure controls and procedures to ensure that material information relating to Covalence, including its consolidated Subsidiaries, is made known to the management of Covalence by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Covalence’s auditors and the audit committee of Covalence’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect Covalence’s ability to record, process, summarize and report financial data and have identified for Covalence’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Covalence’s internal controls. Covalence has made available to Bxxxx a summary of any such disclosure made by management to Covalence’s auditors and audit committee since September 20, 2006.
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Compliance with Applicable Laws and Reporting Requirements. (ai) The Seller Jefferson-Pilot and its Subsidiaries hold all material Permits permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are required for material to the operation of their respective the businesses of Jefferson-Pilot and its Subsidiaries, taken as a whole (the Seller “Jefferson-Pilot Permits”), and each of Jefferson-Pilot and its Subsidiaries is are in compliance with the terms of the Jefferson-Pilot Permits and all applicable laws and regulations, except where the failure to so to hold or comply, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on Jefferson-Pilot. Except as disclosed in the Seller. The Jefferson-Pilot SEC Documents filed prior to the date of this Agreement or as set forth in Section 3.1(e)(i) of the Jefferson-Pilot Disclosure Letter, the businesses of the Seller Jefferson-Pilot and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental AuthorityEntity (including but not limited to the Xxxxxxxx-Xxxxx Act of 2002 and the USA PATRIOT Act of 2001 and all applicable laws or other legal requirements relating to the retention of e-mail and other information), except for possible violations which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Jefferson-Pilot. To the Seller. No knowledge of Jefferson-Pilot, no investigation by any Governmental Authority Entity with respect to the Seller Jefferson-Pilot or any of its Subsidiaries is pending or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the SellerJefferson-Pilot.
(bii) The business records, systems, controls, data and operations information of the Seller Jefferson-Pilot and of any of the Seller’s its Subsidiaries through which the Seller conducts its finance activities are recorded, stored, maintained and operated under means (including mortgage banking any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and mortgage lending activities direct control of Jefferson-Pilot or its Subsidiaries or accountants (including all means of access thereto and consumer finance activities) (together, the “Seller Finance Subsidiaries”therefrom), have been conducted in compliance in all material respects with all Finance Laws, except for any non-exclusive ownership and have complied in all material respects with all applicable collection practices in seeking payment under any loan or credit extension of such Seller Finance Subsidiaries. In addition, there is no pending or, to the knowledge of the Seller, threatened charge by any Governmental Authority non-direct control that any of the Seller Finance Subsidiaries has violated, nor any pending or, to the knowledge of the Seller, threatened investigation by any Governmental Authority with respect to possible violations of, any applicable Finance Laws where such violations would, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect materially adverse effect on the Sellersystem of internal accounting controls described in the following sentence. As and to the extent described in the Jefferson-Pilot SEC Documents filed with the SEC prior to the date hereof, Jefferson-Pilot and its Subsidiaries have devised and maintain a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles and disclosure controls and procedures to ensure that the information required to be disclosed in the SEC documents of Jefferson-Pilot is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
Appears in 1 contract
Compliance with Applicable Laws and Reporting Requirements. (ai) The Seller Jefferson-Pilot and its Subsidiaries hold all material Permits permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are required for material to the operation of their respective the businesses of Jefferson-Pilot and its Subsidiaries, taken as a whole (the Seller “Jefferson-Pilot Permits”), and each of Jefferson-Pilot and its Subsidiaries is are in compliance with the terms of the Jefferson-Pilot Permits and all applicable laws and regulations, except where the failure to so to hold or comply, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on Jefferson-Pilot. Except as disclosed in the Seller. The Jefferson-Pilot SEC Documents filed prior to the date of this Agreement or as set forth in Section 3.1(e)(i) of the Jefferson-Pilot Disclosure Letter, the businesses of the Seller Jefferson-Pilot and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental AuthorityEntity (including but not limited to the Sxxxxxxx-Xxxxx Act of 2002 and the USA PATRIOT Act of 2001 and all applicable laws or other legal requirements relating to the retention of e-mail and other information), except for possible violations which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Jefferson-Pilot. To the Seller. No knowledge of Jefferson-Pilot, no investigation by any Governmental Authority Entity with respect to the Seller Jefferson-Pilot or any of its Subsidiaries is pending or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the SellerJefferson-Pilot.
(bii) The business records, systems, controls, data and operations information of the Seller Jefferson-Pilot and of any of the Seller’s its Subsidiaries through which the Seller conducts its finance activities are recorded, stored, maintained and operated under means (including mortgage banking any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and mortgage lending activities direct control of Jefferson-Pilot or its Subsidiaries or accountants (including all means of access thereto and consumer finance activities) (together, the “Seller Finance Subsidiaries”therefrom), have been conducted in compliance in all material respects with all Finance Laws, except for any non-exclusive ownership and have complied in all material respects with all applicable collection practices in seeking payment under any loan or credit extension of such Seller Finance Subsidiaries. In addition, there is no pending or, to the knowledge of the Seller, threatened charge by any Governmental Authority non-direct control that any of the Seller Finance Subsidiaries has violated, nor any pending or, to the knowledge of the Seller, threatened investigation by any Governmental Authority with respect to possible violations of, any applicable Finance Laws where such violations would, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect materially adverse effect on the Sellersystem of internal accounting controls described in the following sentence. As and to the extent described in the Jefferson-Pilot SEC Documents filed with the SEC prior to the date hereof, Jefferson-Pilot and its Subsidiaries have devised and maintain a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles and disclosure controls and procedures to ensure that the information required to be disclosed in the SEC documents of Jefferson-Pilot is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
Appears in 1 contract
Compliance with Applicable Laws and Reporting Requirements. (a) The Seller Buyer and its Subsidiaries hold all material Permits permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Authorities which are required for the operation of their respective businesses and (the Seller “Permits”). The Buyer and each of its Subsidiaries is in compliance with the terms of the Permits and all applicable laws and regulations, except where the failure so to hold or comply, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the SellerBuyer. The businesses of the Seller Buyer and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Authority, Authority except for possible violations which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on the SellerBuyer.
(b) Buyer and its Subsidiaries are (i) in compliance with their respective governing documents, (ii) in compliance with all applicable laws, ordinances, orders, rules and regulations of Governmental Authorities (including any regulatory capital requirements, truth-in-lending, fair lending, usury, fair credit reporting, consumer protection, securities, municipal securities, safety, health, environmental, zoning, anti-discrimination, antitrust, labor, and wage and hour laws, ordinances, orders, rules and regulations), except where failure to be in compliance would not have a Material Adverse Effect on Buyer, (iii) in compliance with all orders, writs, injunctions and decrees of any court, and (iv) in compliance with all orders, licenses and demands of Governmental Authorities. No Neither Buyer nor any of its Subsidiaries has received any notice or communication from any Governmental Authority asserting that Buyer or any of its Subsidiaries is not in compliance with any of the foregoing. Neither Buyer nor any of its Subsidiaries has been subject to any regulatory or supervisory cease and desist order, assistance agreement, other agreement, written directive, memorandum of understanding or written commitment (other than those of general applicability to thrift institutions issued by applicable Governmental Authorities) and has not received any written communication requesting that it enter into any of the foregoing. Neither Buyer nor any of its Subsidiaries has been advised by any Governmental Authority that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission.
(c) To the knowledge of Buyer, no investigation or review by any Governmental Authority with respect to the Seller Buyer or any of its Subsidiaries is pending or threatened, nor has any Governmental Authority indicated to Buyer or any of its Subsidiaries an intention to conduct the same, other than, in each case, those the outcome of which, individually than normal or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Sellerroutine regulatory examinations.
(bd) The business Buyer has a CRA rating of “satisfactory” or better. Buyer has its deposits insured by the FDIC in accordance with the FDIA to the fullest extent permitted by law. Buyer is not obligated to make any payments for past due premiums and operations of assessments. No proceedings for the Seller and of any of the Seller’s Subsidiaries through which the Seller conducts its finance activities (including mortgage banking and mortgage lending activities and consumer finance activities) (together, the “Seller Finance Subsidiaries”), have been conducted in compliance in all material respects with all Finance Laws, and have complied in all material respects with all applicable collection practices in seeking payment under any loan revocation or credit extension termination of such Seller Finance Subsidiaries. In addition, there is no deposit insurance are pending or, to the knowledge of the SellerBuyer, threatened charge by any Governmental Authority that any of the Seller Finance Subsidiaries has violated, nor any pending or, to the knowledge of the Seller, threatened investigation by any Governmental Authority with respect to possible violations of, any applicable Finance Laws where such violations would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Sellerthreatened.
Appears in 1 contract
Compliance with Applicable Laws and Reporting Requirements. (ai) The Seller Lincoln and its Subsidiaries hold all material Permits permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are required for material to the operation of their respective the businesses of Lincoln and its Subsidiaries, taken as a whole (the Seller “Lincoln Permits”), and each of Lincoln and its Subsidiaries is are in compliance with the terms of the Lincoln Permits and all applicable laws and regulations, except where the failure to so to hold or comply, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on Lincoln. Except as disclosed in the Seller. The Lincoln SEC Documents filed prior to the date of this Agreement or as set forth in Section 3.2(e)(i) of the Lincoln Disclosure Letter, the businesses of the Seller Lincoln and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental AuthorityEntity (including but not limited to the Xxxxxxxx-Xxxxx Act of 2002 and the USA PATRIOT Act of 2001 and all applicable laws or other legal requirements relating to the retention of e-mail and other information), except for possible violations which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Lincoln. To the Seller. No knowledge of Lincoln, no investigation by any Governmental Authority Entity with respect to the Seller Lincoln or any of its Subsidiaries is pending or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the SellerLincoln.
(bii) The business records, systems, controls, data and operations information of the Seller Lincoln and of any of the Seller’s its Subsidiaries through which the Seller conducts its finance activities are recorded, stored, maintained and operated under means (including mortgage banking any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and mortgage lending activities direct control of Lincoln or its Subsidiaries or accountants (including all means of access thereto and consumer finance activities) (together, the “Seller Finance Subsidiaries”therefrom), have been conducted in compliance in all material respects with all Finance Laws, except for any non-exclusive ownership and have complied in all material respects with all applicable collection practices in seeking payment under any loan or credit extension of such Seller Finance Subsidiaries. In addition, there is no pending or, to the knowledge of the Seller, threatened charge by any Governmental Authority non-direct control that any of the Seller Finance Subsidiaries has violated, nor any pending or, to the knowledge of the Seller, threatened investigation by any Governmental Authority with respect to possible violations of, any applicable Finance Laws where such violations would, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect materially adverse effect on the Sellersystem of internal accounting controls described in the following sentence. As and to the extent described in the Lincoln SEC Documents filed with the SEC prior to the date hereof, Lincoln and its Subsidiaries have devised and maintain a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles and disclosure controls and procedures to ensure that the information required to be disclosed in the SEC documents of Lincoln is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
Appears in 1 contract
Compliance with Applicable Laws and Reporting Requirements. (ai) The Seller Lincoln and its Subsidiaries hold all material Permits permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are required for material to the operation of their respective the businesses of Lincoln and its Subsidiaries, taken as a whole (the Seller “Lincoln Permits”), and each of Lincoln and its Subsidiaries is are in compliance with the terms of the Lincoln Permits and all applicable laws and regulations, except where the failure to so to hold or comply, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on Lincoln. Except as disclosed in the Seller. The Lincoln SEC Documents filed prior to the date of this Agreement or as set forth in Section 3.2(e)(i) of the Lincoln Disclosure Letter, the businesses of the Seller Lincoln and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental AuthorityEntity (including but not limited to the Sxxxxxxx-Xxxxx Act of 2002 and the USA PATRIOT Act of 2001 and all applicable laws or other legal requirements relating to the retention of e-mail and other information), except for possible violations which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Lincoln. To the Seller. No knowledge of Lincoln, no investigation by any Governmental Authority Entity with respect to the Seller Lincoln or any of its Subsidiaries is pending or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the SellerLincoln.
(bii) The business records, systems, controls, data and operations information of the Seller Lincoln and of any of the Seller’s its Subsidiaries through which the Seller conducts its finance activities are recorded, stored, maintained and operated under means (including mortgage banking any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and mortgage lending activities direct control of Lincoln or its Subsidiaries or accountants (including all means of access thereto and consumer finance activities) (together, the “Seller Finance Subsidiaries”therefrom), have been conducted in compliance in all material respects with all Finance Laws, except for any non-exclusive ownership and have complied in all material respects with all applicable collection practices in seeking payment under any loan or credit extension of such Seller Finance Subsidiaries. In addition, there is no pending or, to the knowledge of the Seller, threatened charge by any Governmental Authority non-direct control that any of the Seller Finance Subsidiaries has violated, nor any pending or, to the knowledge of the Seller, threatened investigation by any Governmental Authority with respect to possible violations of, any applicable Finance Laws where such violations would, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect materially adverse effect on the Sellersystem of internal accounting controls described in the following sentence. As and to the extent described in the Lincoln SEC Documents filed with the SEC prior to the date hereof, Lincoln and its Subsidiaries have devised and maintain a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles and disclosure controls and procedures to ensure that the information required to be disclosed in the SEC documents of Lincoln is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
Appears in 1 contract
Compliance with Applicable Laws and Reporting Requirements. (a) The Seller Islet and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities that are material Permits which are required for to the operation of their respective the businesses of Islet and its Subsidiaries, taken as a whole (the Seller “Islet Permits”), and each of Islet and its Subsidiaries is are and for the two years preceding the date hereof have been in compliance with the terms of the Islet Permits and all applicable laws and regulations, except where the failure so to hold or comply, individually or in the aggregate, has not had or comply with any such Islet Permits and applicable laws and regulations would not reasonably be expected to have a Material Adverse Effect on the SellerIslet. The businesses of the Seller Islet and its Subsidiaries are not being being, and for the two years preceding the date hereof have not been, conducted in violation of any law, ordinance (including zoning) or regulation of any Governmental AuthorityEntity (including the Xxxxxxxx-Xxxxx Act of 2002), except for possible violations whichthat, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on the SellerIslet. No investigation by any Governmental Authority Entity with respect to the Seller Islet or any of its Subsidiaries is pending or or, to the knowledge of Islet, threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the SellerIslet.
(b) The business and operations of the Seller and of any of the Seller’s Subsidiaries through which the Seller conducts its finance activities (including mortgage banking and mortgage lending activities and consumer finance activities) (together, the “Seller Finance Subsidiaries”), have been conducted in compliance in all material respects with all Finance Laws, and have complied in all material respects with all applicable collection practices in seeking payment under any loan or credit extension of such Seller Finance Subsidiaries. In addition, there is no pending or, to the knowledge of the Seller, threatened charge by any Governmental Authority that any of the Seller Finance Subsidiaries has violated, nor any pending or, to the knowledge of the Seller, threatened investigation by any Governmental Authority with respect to possible violations of, any applicable Finance Laws where such violations would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Seller.
Appears in 1 contract
Compliance with Applicable Laws and Reporting Requirements. (ai) The Seller Company and its Subsidiaries hold all material Permits permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are required for material to the operation of their respective the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), and the Seller Company and each of its Subsidiaries is are in compliance with the terms of the Company Permits and all applicable laws and regulations, except where the failure so to hold or comply, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect material adverse effect on the SellerCompany. The Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or as set forth in the Company Disclosure Schedule, the businesses of the Seller Company and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental AuthorityEntity (including but not limited to the Sxxxxxxx-Xxxxx Act of 2002 and the USA PATRIOT Act of 2001), except for possible violations which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect material adverse effect on the SellerCompany. No To the knowledge of the Company, no investigation by any Governmental Authority Entity with respect to the Seller Company or any of its Subsidiaries is pending or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on the SellerCompany.
(bii) The business records, systems, controls, data and operations information of the Seller Company and of its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Seller’s Company or its Subsidiaries through which the Seller conducts its finance activities or accountants (including mortgage banking all means of access thereto and mortgage lending activities and consumer finance activities) (together, the “Seller Finance Subsidiaries”therefrom), have been conducted in compliance in all material respects with all Finance Laws, except for any non-exclusive ownership and have complied in all material respects with all applicable collection practices in seeking payment under any loan or credit extension of such Seller Finance Subsidiaries. In addition, there is no pending or, to the knowledge of the Seller, threatened charge by any Governmental Authority non-direct control that any of the Seller Finance Subsidiaries has violated, nor any pending or, to the knowledge of the Seller, threatened investigation by any Governmental Authority with respect to possible violations of, any applicable Finance Laws where such violations would, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect materially adverse effect on the Sellersystem of internal accounting controls described in the following sentence. The Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. The Company
(A) has designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which has affected or is reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Purchaser Group a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2002.
Appears in 1 contract
Samples: Merger Agreement (Walden Vc Ii L P)
Compliance with Applicable Laws and Reporting Requirements. (a) The Seller and its Subsidiaries hold all material Permits which are required for the operation of their respective businesses and the Seller and each of its Subsidiaries is in compliance with the terms of the Permits and all applicable laws and regulations, except where the failure so to hold or comply, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Seller. The Except as set forth in Section 4.13(a) of the Seller Disclosure Schedule, the businesses of the Seller and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Authority, except for possible violations which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on the Seller. No investigation by any Governmental Authority with respect to the Seller or any of its Subsidiaries is pending or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Seller.
(b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Seller, the Seller and its Subsidiaries have administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents, applicable state and federal law and regulation and common law. None of the Seller, any of its Subsidiaries, or any director, officer or employee of the Seller or any of its Subsidiaries, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Seller, and, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Seller, the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.
(c) The business and operations of the Seller and of any each of the Seller’s Subsidiaries through which the Seller conducts its finance activities (including mortgage banking and mortgage lending activities and consumer finance activities) (together, the “Seller Finance Subsidiaries”), have been conducted in compliance in all material respects with all Finance Laws, and have complied in all material respects with all applicable collection practices in seeking payment under any loan or credit extension of such Seller Finance Subsidiaries. In addition, there is no pending or, to the knowledge of the Seller, threatened charge by any Governmental Authority that any of the Seller Finance Subsidiaries has violated, nor any pending or, to the knowledge of the Seller, threatened investigation by any Governmental Authority with respect to possible violations of, any applicable Finance Laws where such violations would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Seller.
Appears in 1 contract
Samples: Merger Agreement (Boston Private Financial Holdings Inc)
Compliance with Applicable Laws and Reporting Requirements. (a) The Seller Buyer and its Subsidiaries hold all material Permits permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Authorities which are required for the operation of their respective businesses and (the Seller “Permits”). The Buyer and each of its Subsidiaries is in compliance with the terms of the Permits and all applicable laws and regulations, except where the failure so to hold or comply, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the SellerBuyer. The Except as set forth in Section 3.10(a) of the Buyer Disclosure Schedule, the businesses of the Seller Buyer and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Authority, Authority except for possible violations which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on the SellerBuyer. No investigation by any Governmental Authority with respect to the Seller Buyer or any of its Subsidiaries is pending or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the SellerBuyer.
(b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Buyer, the Buyer and its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents, applicable state and federal law and regulation and common law. None of the Buyer, any of its Subsidiaries, or any director, officer or employee of the Buyer or any of its Subsidiaries, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Buyer, and, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Buyer, the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.
(c) Except for normal periodic examinations conducted by a Bank Regulator in the regular course of the business of the Buyer and its Subsidiaries, since January 1, 2002, no Bank Regulator has initiated any proceeding or, to the knowledge of the Buyer, investigation into any part of the business or operations of the Buyer or any of its Subsidiaries.
(d) The business and operations of the Seller Buyer and of any each of the Seller’s its Subsidiaries through which the Seller conducts its finance activities (including mortgage banking and mortgage lending activities and consumer finance activities) (together, the “Seller Buyer Finance Subsidiaries”), have been conducted in compliance in all material respects with all applicable statutes and regulations regulating the business of consumer lending, including state usury laws, the Truth in Lending Act, RESPA, the Consumer Credit Protection Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Homeowners Ownership and Equity Protection Act, the Fair Debt Collections Act and other federal, state, local and foreign laws regulating lending (“Finance Laws”), and have complied in all material respects with all applicable collection practices in seeking payment under any loan or credit extension of such Seller Buyer Finance Subsidiaries. In addition, there is no pending or, to the knowledge of the SellerBuyer, threatened charge by any Governmental Authority that any of the Seller Buyer Finance Subsidiaries has violated, nor any pending or, to the knowledge of the Seller, threatened investigation by any Governmental Authority with respect to possible violations of, any applicable Finance Laws where such violations would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the SellerBuyer.
Appears in 1 contract
Samples: Merger Agreement (Boston Private Financial Holdings Inc)
Compliance with Applicable Laws and Reporting Requirements. (ai) The Seller Bxxxx and its Subsidiaries hold all material Permits permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are required for material to the operation of their respective the businesses of Bxxxx and its Subsidiaries, taken as a whole (the Seller “Bxxxx Permits”), and each of Bxxxx and its Subsidiaries is are in compliance with the terms of the Bxxxx Permits and all applicable laws and regulations, except where the failure so to hold or comply, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect material adverse effect on the SellerBxxxx. The businesses of the Seller Bxxxx and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental AuthorityEntity (including but not limited to the Sxxxxxxx-Xxxxx Act of 2002 and the USA PATRIOT Act of 2001), except for possible violations which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect material adverse effect on Bxxxx. To the Seller. No knowledge of Bxxxx, no investigation by any Governmental Authority Entity with respect to the Seller Bxxxx or any of its Subsidiaries is pending or threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on the SellerBxxxx.
(bii) The business records, systems, controls, data and operations information of the Seller Bxxxx and of any of the Seller’s its Subsidiaries through which the Seller conducts its finance activities are recorded, stored, maintained and operated under means (including mortgage banking any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and mortgage lending activities direct control of Bxxxx or its Subsidiaries or accountants (including all means of access thereto and consumer finance activities) (together, the “Seller Finance Subsidiaries”therefrom), have been conducted in compliance in all material respects with all Finance Laws, except for any non-exclusive ownership and have complied in all material respects with all applicable collection practices in seeking payment under any loan or credit extension of such Seller Finance Subsidiaries. In addition, there is no pending or, to the knowledge of the Seller, threatened charge by any Governmental Authority non-direct control that any of the Seller Finance Subsidiaries has violated, nor any pending or, to the knowledge of the Seller, threatened investigation by any Governmental Authority with respect to possible violations of, any applicable Finance Laws where such violations would, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect materially adverse effect on the Sellersystem of internal accounting controls described in the following sentence. Bxxxx and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. Bxxxx (A) has designed disclosure controls and procedures to ensure that material information relating to Bxxxx, including its consolidated Subsidiaries, is made known to the management of Bxxxx by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Bxxxx’x auditors and the audit committee of Bxxxx’x Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect Bxxxx’x ability to record, process, summarize and report financial data and have identified for Bxxxx’x auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Bxxxx’x internal controls. Bxxxx has made available to Covalence a summary of any such disclosure made by management to Bxxxx’x auditors and audit committee since September 30, 2006.
Appears in 1 contract
