Common use of Compliance With Laws and Other Matters Clause in Contracts

Compliance With Laws and Other Matters. Each of the Company and each Company Subsidiary: (1) in the conduct of its business is and has been in compliance in all material respects with all, and the condition and use of its properties does not violate or infringe in any material respect any, applicable domestic (federal, state or local) or foreign laws, statutes, ordinances, licenses, rules, regulations, judgments, demands, writs, injunctions, orders or decrees applicable thereto or to employees conducting its business, including the Sxxxxxxx-Xxxxx Act of 2002, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, any regulation issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control, any other applicable anti-money laundering or anti-terrorist financing statute, rule or regulation, all other applicable fair lending laws or other laws relating to discrimination and the Bank Secrecy Act, and the Company Bank has a Community Reinvestment Act rating of “satisfactory” or better; (2) has all material permits, licenses, franchises, authorizations, orders, and approvals of, and has made all filings, applications, and registrations with, Governmental Entities that are required in order to permit it to own or lease its properties and assets and to carry on its business as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect, and all such filings, applications and registrations are current, and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened; (3) is complying in all material respects with all, and, to the knowledge of the Company, is not under investigation with respect to, nor has been threatened by any Governmental Entity to be charged with or given notice of any material violation of any, applicable domestic (federal, state or local) or foreign law, statute, ordinance, license, rule, regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any Governmental Entity; (4) has not, since December 31, 2007, received any notification or communication from any Governmental Entity (1) asserting that the Company or any Company Subsidiary is not in material compliance with any statutes, regulations or ordinances, (2) threatening to revoke any permit, license, franchise, authorization, order or approval, or (3) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, FDIC deposit insurance; (5) has, except for statutory or regulatory restrictions of general application, not been placed under any restriction on its business or properties by a Governmental Entity, and except for routine examinations by applicable Governmental Entities, received no notification or communication from any Governmental Entity that an investigation by any Governmental Entity with respect to the Company or any of the Company Subsidiaries is pending or threatened; (6) has not, since December 31, 2007, nor has any other person on behalf of the Company or any Company Subsidiary that qualifies as a “financial institution” under the Bank Secrecy Act, the USA PATRIOT Act, and any implementing rules or regulations (collectively, the “U.S. Anti-Money Laundering Laws”), knowingly acted, by itself or in conjunction with another, in any act in connection with the concealment of any currency, securities or other proprietary interest that is the result of a felony as defined in the U.S. Anti-Money Laundering Laws (“Unlawful Gains”), nor knowingly accepted, transported, stored, dealt in or brokered any sale, purchase or any transaction of any other nature for Unlawful Gains; and (7) to the extent it qualifies as a “financial institution” under the U.S. Anti-Money Laundering Laws, has implemented such anti-money laundering mechanisms and kept and filed all reports and other necessary documents as required by, and otherwise complied in all material respects with, the U.S. Anti-Money Laundering Laws and the rules and regulations thereunder.

Compliance With Laws and Other Matters. Each of the Company It and each Company Subsidiaryof its subsidiaries: (1i) is in compliance, in the conduct of its business is and has been in compliance in business, with all material respects with all, and the condition and use of its properties does not violate or infringe in any material respect any, applicable domestic (federal, state or local) or state, local and foreign statutes, laws, statutesregulations, ordinances, licenses, rules, regulations, judgments, demands, writs, injunctions, orders or decrees applicable thereto or to the employees conducting its businesssuch businesses, including the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOTPATRIOT ACT) Act of 2001, any regulation issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control, any other applicable anti-money laundering or anti-terrorist financing statute, rule or regulation, all other applicable fair lending laws or other laws relating to discrimination and the Bank Secrecy Act, and and, as of the Company Bank date hereof, each of its subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of “satisfactory” or better;; Table of Contents (2ii) has all material permits, licenses, franchises, authorizationscertificates of authority, orders, and approvals of, and has made all filings, applications, and registrations with, Governmental Entities that are required in order to permit it to own or lease its properties and assets and such subsidiary to carry on its business as presently currently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect, and all such filings, applications and registrations are current, and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened; (3iii) is complying in all material respects with all, and, to the knowledge of the Company, is not under investigation with respect to, nor has been threatened by any Governmental Entity to be charged with or given notice of any material violation of any, applicable domestic (federal, state or local) or foreign law, statute, ordinance, license, rule, regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any Governmental Entity; (4) has nothas, since December 31, 20072000, received any no notification or communication from any Governmental Entity (1including the Federal Reserve Board and any other bank, insurance or securities regulatory authority) (A) asserting that the Company it or any Company Subsidiary of its subsidiaries is not in material compliance with any statutes, regulations or ordinances, (2B) threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization, order or approval, or (3C) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, FDIC Federal Deposit Insurance Corporation (“FDIC”) deposit insurance; (5) has, except for statutory or regulatory restrictions of general application, not been placed under any restriction on its business or properties by a Governmental Entity, and except for routine examinations by applicable Governmental Entities, received no notification or communication from any Governmental Entity that an investigation by any Governmental Entity with respect to the Company or any of the Company Subsidiaries is pending or threatened; (6) has not, since December 31, 2007, nor has any other person on behalf of the Company or any Company Subsidiary that qualifies as a “financial institution” under the Bank Secrecy Act, the USA PATRIOT Act, and any implementing rules or regulations (collectively, the “U.S. Anti-Money Laundering Laws”), knowingly acted, by itself or in conjunction with another, in any act in connection with the concealment of any currency, securities or other proprietary interest that is the result of a felony as defined in the U.S. Anti-Money Laundering Laws (“Unlawful Gains”), nor knowingly accepted, transported, stored, dealt in or brokered any sale, purchase or any transaction of any other nature for Unlawful Gains; and (7iv) is not a party to the extent it qualifies as a “financial institution” under the U.S. Anti-Money Laundering Lawsor subject to any order, has implemented such anti-money laundering mechanisms and kept and filed all reports and other necessary documents as required bydecree, and otherwise complied in all material respects agreement, memorandum of understanding or similar arrangement with, or a commitment letter, supervisory letter or similar submission to, any Governmental Entity charged with the U.S. Anti-Money Laundering Laws supervision or regulation of depository institutions or engaged in the insurance of deposits (including, the FDIC) or the supervision or regulation of it or any of its subsidiaries and neither it nor any of its subsidiaries has been advised by any such Governmental Entity that such Governmental Entity is contemplating issuing or requesting (or is considering the rules and regulations thereunderappropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission.

Compliance With Laws and Other Matters. Each Other than as set forth in Section 3.10 of the Company Disclosure Letter, it and each Company Subsidiaryof its subsidiaries: (1a) is in compliance, in the conduct of its business is and has been in compliance in business, with all material respects with all, and the condition and use of its properties does not violate or infringe in any material respect any, applicable domestic (federal, state or local) or state, local and foreign statutes, laws, statutesregulations, ordinances, licenses, rules, regulations, judgments, demands, writs, injunctions, orders or decrees applicable thereto or to the employees conducting its businesssuch businesses, including the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOTPATRIOT ACT) Act of 2001, any regulation issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control, any other applicable anti-money laundering or anti-terrorist financing statute, rule or regulation, all other applicable fair lending laws or other laws relating to discrimination and the Bank Secrecy Act, and and, as of the Company Bank date hereof, each of its subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of “satisfactory” or betterbetter and is “well managed” and “well capitalized,” as defined in Regulation Y of the Federal Reserve Board; (2b) has all material permits, licenses, franchises, authorizationscertificates of authority, orders, and approvals of, and has made all filings, applications, and registrations with, Governmental Entities that are required in order to permit it to own or lease its properties and assets and such subsidiary to carry on its business as presently currently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect, and all such filings, applications and registrations are current, and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened; (3c) is complying in all material respects with all, and, to the knowledge of the Company, is not under investigation with respect to, nor has been threatened by any Governmental Entity to be charged with or given notice of any material violation of any, applicable domestic (federal, state or local) or foreign law, statute, ordinance, license, rule, regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any Governmental Entity; (4) has nothas, since December 31, 20072004, received any no notification or communication from any Governmental Entity (1i) asserting that the Company it or any Company Subsidiary of its subsidiaries is not in material compliance with any statutes, regulations or ordinancesordinances (or indicating, in the absence of any such assertion, a possible investigation or inquiry with respect to any of the foregoing), (2ii) threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization, order or approval, or (3iii) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, FDIC federal deposit insurance; (5d) hasis not a party to or subject to any order, except for statutory decree, agreement, memorandum of understanding or regulatory restrictions of general applicationsimilar arrangement with, not been placed under any restriction on its business or properties by a Governmental Entitycommitment letter, and except for routine examinations by applicable Governmental Entitiessupervisory letter or similar submission to, received no notification or communication from any Governmental Entity that an investigation by any Governmental Entity charged with respect to the Company supervision or regulation of depository institutions or engaged in the insurance of deposits or the supervision or regulation of it or any of its subsidiaries and neither it nor any of its subsidiaries has been advised by any such Governmental Entity that such Governmental Entity is contemplating issuing or requesting (or is considering the Company Subsidiaries is pending appropriateness of issuing or threatenedrequesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission; (6e) has not, since December 31January 1, 20072004, nor to its knowledge, has any other person acting on behalf of the Company or any Company Subsidiary of its subsidiaries that qualifies as a “financial institution” under the Bank Secrecy Act, the USA PATRIOT Act, and any implementing rules or regulations (collectively, the “U.S. Anti-Money Laundering Laws”)laws, knowingly acted, by itself or in conjunction with another, in any act in connection with the concealment of any currency, securities or other proprietary interest that is the result of a felony as defined in the U.S. Anti-Money Laundering Laws laws (“Unlawful Gains”), nor knowingly accepted, transported, stored, dealt in or brokered any sale, purchase or any transaction of any other nature for Unlawful Gains; and (7f) to the extent it qualifies as a “financial institution” under the U.S. Anti-Money Laundering Lawslaws, has implemented in all material respects such anti-money laundering mechanisms and kept and filed all material reports and other necessary material documents as required by, and otherwise complied in all material respects with, the U.S. Anti-Money Laundering Laws laws and the rules and regulations issued thereunder.

Compliance With Laws and Other Matters. Each Except as set forth in Section 4.9 of the Company Acquiror Disclosure Letter, Acquiror and each Company Subsidiaryof its subsidiaries: (1a) is in compliance, in the conduct of its business is and has been in compliance in business, with all material respects with all, and the condition and use of its properties does not violate or infringe in any material respect any, applicable domestic (federal, state or local) or state, local and foreign statutes, laws, statutesregulations, ordinances, licenses, rules, regulations, judgments, demands, writs, injunctions, orders or decrees applicable thereto or to the employees conducting its businesssuch businesses, including the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOTPATRIOT ACT) Act of 2001, any regulation issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control, any other applicable anti-money laundering or anti-terrorist financing statute, rule or regulation, all other applicable fair lending laws or other laws relating to discrimination and the Bank Secrecy Act, and and, as of the Company Bank date hereof, each of its subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of “satisfactory” or betterbetter and is “well managed” and “well capitalized,” as defined in Regulation Y of the Federal Reserve Board; (2b) has all material permits, licenses, franchises, authorizationscertificates of authority, orders, and approvals of, and has made all filings, applications, and registrations with, Governmental Entities that are required in order to permit it to own or lease its properties and assets and such subsidiary to carry on its business as presently currently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect, and all such filings, applications and registrations are current, and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened; (3c) is complying in all material respects with all, and, to the knowledge of the Company, is not under investigation with respect to, nor has been threatened by any Governmental Entity to be charged with or given notice of any material violation of any, applicable domestic (federal, state or local) or foreign law, statute, ordinance, license, rule, regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any Governmental Entity; (4) has nothas, since December 31, 20072004, received any no notification or communication from any Governmental Entity (1i) asserting that the Company it or any Company Subsidiary of its subsidiaries is not in material compliance with any statutes, regulations or ordinancesordinances (or indicating, in the absence of any such assertion, a possible investigation or inquiry with respect to any of the foregoing), (2ii) threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization, order or approval, or (3iii) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, FDIC federal deposit insurance; (5d) hasis not a party to or subject to any order, except for statutory decree, agreement, memorandum of understanding or regulatory restrictions of general applicationsimilar arrangement with, not been placed under any restriction on its business or properties by a Governmental Entitycommitment letter, and except for routine examinations by applicable Governmental Entitiessupervisory letter or similar submission to, received no notification or communication from any Governmental Entity that an investigation by any Governmental Entity charged with respect to the Company supervision or regulation of depository institutions or engaged in the insurance of deposits or the supervision or regulation of it or any of its subsidiaries and neither it nor any of its subsidiaries has been advised by any such Governmental Entity that such Governmental Entity is contemplating issuing or requesting (or is considering the Company Subsidiaries is pending appropriateness of issuing or threatenedrequesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission; (6e) has not, since December 31January 1, 20072004, nor to its knowledge, has any other person acting on behalf of the Company Acquiror or any Company Subsidiary of its subsidiaries that qualifies as a “financial institution” under the Bank Secrecy Act, the USA PATRIOT Act, and any implementing rules or regulations (collectively, the “U.S. Anti-Money Laundering Laws”)laws, knowingly acted, by itself or in conjunction with another, in any act in connection with the concealment of any currency, securities or other proprietary interest that is the result of a felony as defined in the U.S. Anti-Money Laundering Laws (“Unlawful Gains”), nor knowingly accepted, transported, stored, dealt in or brokered any sale, purchase or any transaction of any other nature for Unlawful Gains; and (7f) to the extent it qualifies as a “financial institution” under the U.S. Anti-Money Laundering Lawslaws, has implemented in all material respects such anti-money laundering mechanisms and kept and filed all material reports and other necessary material documents as required by, and otherwise complied in all material respects with, the U.S. Anti-Money Laundering Laws laws and the rules and regulations issued thereunder.

Compliance With Laws and Other Matters. Each of the Company It and each Company Subsidiaryof its subsidiaries: (1i) is in compliance, in the conduct of its business is and has been in compliance in business, with all material respects with all, and the condition and use of its properties does not violate or infringe in any material respect any, applicable domestic (federal, state or local) or state, local and foreign statutes, laws, statutesregulations, ordinances, licenses, rules, regulations, judgments, demands, writs, injunctions, orders or decrees applicable thereto or to the employees conducting its businesssuch businesses, including the Sxxxxxxx-Xxxxx Act of 2002, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, any regulation issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control, any other applicable anti-money laundering or anti-terrorist financing statute, rule or regulation, all other applicable fair lending laws or other laws relating to discrimination and the Bank Secrecy Act, and and, as of the Company Bank date hereof, each of its subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of “"satisfactory” " or better; (2ii) has all material permits, licenses, franchises, authorizationscertificates of authority, orders, and approvals of, and has made all filings, applications, and registrations with, Governmental Entities that are required in order to permit it to own or lease its properties and assets and such subsidiary to carry on its business as presently currently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect, and all such filings, applications and registrations are current, and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened; (3iii) is complying in all material respects with all, and, to the knowledge of the Company, is not under investigation with respect to, nor has been threatened by any Governmental Entity to be charged with or given notice of any material violation of any, applicable domestic (federal, state or local) or foreign law, statute, ordinance, license, rule, regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any Governmental Entity; (4) has nothas, since December 31, 20071998, received any no notification or communication from any Governmental Entity (1including the Federal Reserve Board and any other bank, insurance or securities regulatory authority) (A) asserting that the Company it or any Company Subsidiary of its subsidiaries is not in material compliance with any statutes, regulations or ordinances, (2B) threatening to revoke any permit, license, franchise, certificate of authority or other governmental authorization, order or approval, or (3C) threatening or contemplating revocation or limitation of, or which would have the effect of revoking or limiting, FDIC Federal Deposit Insurance Corporation ("FDIC") deposit insurance; (5) has, except for statutory or regulatory restrictions of general application, not been placed under any restriction on its business or properties by a Governmental Entity, and except for routine examinations by applicable Governmental Entities, received no notification or communication from any Governmental Entity that an investigation by any Governmental Entity with respect to the Company or any of the Company Subsidiaries is pending or threatened; (6) has not, since December 31, 2007, nor has any other person on behalf of the Company or any Company Subsidiary that qualifies as a “financial institution” under the Bank Secrecy Act, the USA PATRIOT Act, and any implementing rules or regulations (collectively, the “U.S. Anti-Money Laundering Laws”), knowingly acted, by itself or in conjunction with another, in any act in connection with the concealment of any currency, securities or other proprietary interest that is the result of a felony as defined in the U.S. Anti-Money Laundering Laws (“Unlawful Gains”), nor knowingly accepted, transported, stored, dealt in or brokered any sale, purchase or any transaction of any other nature for Unlawful Gains; and (7iv) is not a party to the extent it qualifies as a “financial institution” under the U.S. Anti-Money Laundering Lawsor subject to any order, has implemented such anti-money laundering mechanisms and kept and filed all reports and other necessary documents as required bydecree, and otherwise complied in all material respects agreement, memorandum of understanding or similar arrangement with, or a commitment letter, supervisory letter or similar submission to, any Governmental Entity charged with the U.S. Anti-Money Laundering Laws supervision or regulation of depository institutions or engaged in the insurance of deposits (including the FDIC) or the supervision or regulation of it or any of its subsidiaries and neither it nor any of its subsidiaries has been advised by any such Governmental Entity that such Governmental Entity is contemplating issuing or requesting (or is considering the rules and regulations thereunderappropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission.