Common use of Compliance with Laws and Orders Clause in Contracts

Compliance with Laws and Orders. The Parent and each Subsidiary of the Parent is in compliance with all applicable laws of all Governmental or Regulatory Authorities applicable to them except when such failure to comply, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities necessary for the lawful conduct of their respective businesses (the "Parent Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent and its Subsidiaries are in compliance with the terms of the Parent Permits, except failures so to comply which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Parent and its Subsidiaries taken as a whole. Except as disclosed in the Parent Securities Reports filed prior to the date of this Agreement, the Parent and its Subsidiaries are not in violation of or default under any law or order of any Governmental or Regulatory Authority, except for such violations or defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the ability of the Parent to consummate the transactions contemplated hereby.

Compliance with Laws and Orders. The Parent Company and each Subsidiary of the Parent Company is in compliance with all applicable laws of all Governmental or Regulatory Authorities applicable to them except when such failure to comply, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Parent Company to consummate the transactions contemplated by this Agreementhereby. The Parent Company and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities necessary for the lawful conduct of their respective businesses (the "Parent Company Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on ability of the Parent to consummate the transactions contemplated by this AgreementCompany and its Subsidiaries taken as a whole. The Parent Company and its Subsidiaries are in compliance with the terms of the Parent Company Permits, except failures so to comply which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Parent Company and its Subsidiaries taken as a whole. Except as disclosed in the Parent Securities Company SEC Reports filed prior to the date of this Agreement, the Parent Company and its Subsidiaries are not in violation of or default under any law or order of any Governmental or Regulatory Authority, except for such violations or defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Parent Company to consummate the transactions contemplated hereby.

Compliance with Laws and Orders. The Parent and each Subsidiary of the Parent is in compliance with all applicable laws of all Governmental or Regulatory Authorities applicable to them except when such failure to comply, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent Grizzly and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities necessary for the lawful conduct of their respective businesses as presently conducted (the "Parent Grizzly Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on ability of the Parent to consummate the transactions contemplated by this AgreementGrizzly and its Subsidiaries taken as a whole. The Parent Grizzly and its Subsidiaries are in compliance with the terms of the Parent Grizzly Permits, except failures so to comply which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Parent Grizzly and its Subsidiaries taken as a whole. Except as disclosed in the Parent Securities Grizzly Reports filed prior to the date of this Agreement, the Parent Grizzly and its Subsidiaries are not in violation of or default under any law or order of any Governmental or Regulatory Authority, except for such violations or defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the ability of the Parent to consummate the transactions contemplated hereby.Grizzly and its Subsidiaries taken as a whole. 3.11

Compliance with Laws and Orders. The Parent Company and each Subsidiary of the Parent its Subsidiaries is and, since January 1, 2013, has been in compliance with all applicable laws of all Governmental Laws and Orders, except for failures to comply or Regulatory Authorities applicable violations that would not reasonably be expected to them except when such failure to complyhave, individually or in the aggregate, are a Material Adverse Effect. Since January 1, 2013, no Governmental Entity has issued any notice or notification stating that the Company or any of its Subsidiaries is not having and could in compliance with any Law, except where such non-compliance would not reasonably be reasonably expected to have a material adverse effect on the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities necessary for the lawful conduct of their respective businesses (the "Parent Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals whichhave, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on ability of the Parent to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. The Parent Company and its Subsidiaries are hold all governmental licenses, clearances, authorizations, permits, consents and approvals CLI-202375011v3 necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (“Company Permits”), except where such failure would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No suspension or cancellation of any Company Permits is pending or, to the Knowledge of the Company or any of its Subsidiaries, threatened, except for any such suspension or cancellation which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is and, since January 1, 2013, has been in compliance with the terms of the Parent Company Permits, except for failures so to comply whichthat would not reasonably be expected to have, individually or in the aggregate, are a Material Adverse Effect. This Section 3.8 does not having and could not be reasonably expected relate to have a material adverse effect on environmental matters (which is the Parent and its Subsidiaries taken as a whole. Except as disclosed in the Parent Securities Reports filed prior to the date subject of this Agreement, the Parent and its Subsidiaries are not in violation of or default under any law or order of any Governmental or Regulatory Authority, except for such violations or defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the ability of the Parent to consummate the transactions contemplated herebySection 3.15).

Compliance with Laws and Orders. The Parent and each Subsidiary of the Parent is in compliance with all applicable laws of all Governmental or Regulatory Authorities applicable to them except when such failure to comply, individually or Except as set forth in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities necessary for the lawful conduct of their respective businesses (the "Parent Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which, individually Acquiror Disclosure Schedule or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent and its Subsidiaries are in compliance with the terms of the Parent Permits, except failures so to comply which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Parent and its Subsidiaries taken as a whole. Except as disclosed in the Parent Securities Reports reports described in Section 4.8.1 filed by the Acquiror with the SEC prior to the date of this Agreement, the Parent businesses of the Acquiror and its the Acquiror Subsidiaries have not been, and are not being, conducted in violation of any law, ordinance, regulation, judgment, order, decree, license or default under any law or order permit of any Governmental or Regulatory Authoritygovernmental entity (including, without limitation, in the case of Acquiror Subsidiaries that are banks, all statutes, rules and regulations pertaining to the conduct of the banking business and the exercise of trust powers), except for such violations or defaults which, which individually or in the aggregateaggregate do not, are and, insofar as reasonably can be foreseen, in the future shall not, have a Material Adverse Effect on the Acquiror and the Acquiror Subsidiaries, taken as a whole. Except as set forth in the Acquiror Disclosure Schedule, no investigation or review by any Governmental Authority with respect to the Acquiror or any of the Acquiror Subsidiaries is pending or, to the knowledge of the Acquiror, threatened, nor has any Governmental Authority indicated an intention to conduct the same, in each case other than those the outcome of which is not having and could not be reasonably expected to have a material adverse effect Material Adverse Effect on the ability of Acquiror and the Parent to consummate the transactions contemplated herebyAcquiror Subsidiaries, taken as a whole.

Compliance with Laws and Orders. The Parent Company and each Subsidiary of the Parent Company and, to the knowledge of the Company, each Investment is in compliance with all applicable laws of all Governmental or Regulatory Authorities applicable to them except when such failure to comply, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the ability of the Parent to consummate the transactions contemplated by this Agreementthem. The Parent Company and its Subsidiaries and, to the knowledge of the Company, each Investment hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities necessary for the lawful conduct of their respective businesses and the ownership of the Investments (the "Parent Company Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent Company and its Subsidiaries taken as a whole. The Company and its Subsidiaries and, to the knowledge of the Company, each Investment are in compliance with the terms of the Parent Company Permits, except failures so to comply which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the Parent Company and its Subsidiaries taken as a whole. Except as disclosed in the Parent Securities Company SEC Reports filed prior to the date of this Agreement, the Parent Company and its Subsidiaries and, to the knowledge of the Company, each Investment are not in violation of or default under any law or order of any Governmental or Regulatory Authority, except for such violations or defaults which, individually or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the ability of the Parent to consummate the transactions contemplated herebyCompany and its Subsidiaries taken as a whole.

Compliance with Laws and Orders. The Parent Except as set forth in Sections 4.9, 4.10, 4.11 and each Subsidiary 4.12 of the Parent Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is in compliance with all applicable laws violation of all Governmental or Regulatory Authorities in default under any law, statute, rule or regulation having the effect of law of the United States or any state, county, city or other political subdivision thereof or of any government or regulatory authority ("Laws") or writ, judgment, decree, injunction or similar order of any governmental or regulatory authority, in each case, whether preliminary or final, applicable to them except when such failure to comply, individually the Company or in the aggregate, are not having and could not be reasonably expected to have a material adverse effect on the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental and Regulatory Authorities necessary for the lawful conduct any Subsidiary or any of their respective businesses (assets and properties the "Parent Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals effect of which, individually or in the aggregate, are not having and could not has had or would reasonably be reasonably expected likely to have a material adverse effect on ability of the Parent to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. The Parent Company and its Subsidiaries has in effect from the appropriate Governmental Entity, whether federal, state or local, all licenses, permits, authorizations, approvals, franchises and rights ("Governmental Approvals") that are necessary for the Company or its Subsidiaries to engage in compliance with the terms of business currently conducted by the Parent PermitsCompany and its Subsidiaries, except failures so in those instances in which failure to comply whichpossess Governmental Approvals, individually or in the aggregate, are has not having had and could would not reasonably be reasonably expected likely to have a material adverse effect on the Parent and its Subsidiaries taken as a wholeMaterial Adverse Effect. Except as disclosed set forth in Section 4.14 of the Parent Securities Reports filed prior to the date of this AgreementCompany Disclosure Schedule, the Parent Company and its Subsidiaries are not in violation of or default under any law or order now, and during the last three years have not been, the subject of any Governmental complaint, charge, citation, investigation, audit, suit or Regulatory Authorityother legal process with respect to any of its employees, or any of the terms or conditions of their employment, by any federal, state, or local governmental agency, including the U.S. Department of Labor, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, Occupational Safety and Health Review Commission, the National Labor Relations Board, the Office of Federal Contract Compliance or any state agency comparable to any of the foregoing, except for such violations or defaults whichas, individually or in the aggregate, are have not having had and could would not reasonably be reasonably expected likely to have a material adverse effect on the ability of the Parent to consummate the transactions contemplated herebyMaterial Adverse Effect.