Common use of Compliance with Laws; Governmental Authorizations Clause in Contracts

Compliance with Laws; Governmental Authorizations. Except as disclosed in Schedule 4.10 or where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of Xxxxxx: (i) Xxxxxx and each of its Subsidiaries are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to their respective operations and properties; and (ii) all permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the respective businesses of Xxxxxx and each of its Subsidiaries as presently conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or threatened which may result in the revocation, cancellation, suspension or materially adverse modification of any thereof.

Appears in 3 contracts

Samples: Merger Agreement (Fulton Financial Corp), Merger Agreement (Premier Bancorp Inc /Pa/), Merger Agreement (Fulton Financial Corp)

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Compliance with Laws; Governmental Authorizations. Except as disclosed in Schedule 4.10 or where noncompliance would not have a ------------- material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of XxxxxxFFC: (i) Xxxxxx FFC and each of its Subsidiaries are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to their respective operations and properties; and (ii) all permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the respective businesses of Xxxxxx FFC and each of its Subsidiaries as presently conducted have been duly obtained and are in full force and effect, and there are no not proceedings pending or threatened which may result in the revocation, cancellation, suspension or materially adverse modification of any thereof.

Appears in 2 contracts

Samples: Merger Agreement (Fulton Financial Corp), Merger Agreement (Fulton Financial Corp)

Compliance with Laws; Governmental Authorizations. Except as disclosed in Schedule 4.10 3.14 or where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of Xxxxxx: Premier or the Premier Subsidiaries: (i) Xxxxxx Premier and each of its the Premier Subsidiaries are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to Premier or the Premier Subsidiaries or to any of their respective operations and properties; and (ii) all material permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the respective businesses business of Xxxxxx and each of its Premier or the Premier Subsidiaries as presently conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or threatened which may result in the revocation, cancellation, suspension or materially adverse modification of any thereof.

Appears in 2 contracts

Samples: Merger Agreement (Premier Bancorp Inc /Pa/), Merger Agreement (Fulton Financial Corp)

Compliance with Laws; Governmental Authorizations. Except as disclosed in Schedule 4.10 or where noncompliance would not have a material and ------------- adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of XxxxxxFulton: (i) Xxxxxx Fulton and each of its Subsidiaries eacx xx xts Subsxxxxxxes are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to their respective operations and properties; and (ii) all permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the respective businesses of Xxxxxx Fulton and each of its Subsidiaries Suxxxxxxries as presently conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or threatened which may result in the revocation, cancellation, suspension or materially adverse modification of any thereof.

Appears in 1 contract

Samples: Merger Agreement (SVB Financial Services Inc)

Compliance with Laws; Governmental Authorizations. Except as disclosed in Schedule 4.10 3.14 or where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of XxxxxxResource or the Resource Subsidiaries taken as a whole: (i) Xxxxxx Resource and each of its the Resource Subsidiaries are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to Resource or the Resource Subsidiaries or to any of their respective operations and properties; and (ii) all material permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the respective businesses business of Xxxxxx and each of its Resource or the Resource Subsidiaries as presently conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or threatened or, to the Knowledge of Resource threatened, which may result in the revocation, cancellation, suspension or materially adverse modification of any thereof.

Appears in 1 contract

Samples: Merger Agreement (Fulton Financial Corp)

Compliance with Laws; Governmental Authorizations. Except as disclosed in Schedule 4.10 or where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of XxxxxxFFC: (i) Xxxxxx FFC and each of its Subsidiaries are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to their respective operations and properties; and (ii) all permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the respective businesses of Xxxxxx FFC and each of its Subsidiaries as presently conducted have been duly obtained and are in full force and effect, and there are no not proceedings pending or threatened which may result in the revocation, cancellation, suspension or materially adverse modification of any thereof.

Appears in 1 contract

Samples: Merger Agreement (Skylands Financial Corp)

Compliance with Laws; Governmental Authorizations. Except as disclosed in Schedule 4.10 or where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of XxxxxxXxxxxx Material Adverse Effect: (i) Xxxxxx and each of its the Xxxxxx Subsidiaries are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to their respective operations and properties; and (ii) all permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the respective businesses of Xxxxxx and each of its the Xxxxxx Subsidiaries as presently conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or threatened which may result in the revocation, cancellation, suspension or materially adverse modification of any thereof.

Appears in 1 contract

Samples: Merger Agreement (Columbia Bancorp)

Compliance with Laws; Governmental Authorizations. Except as disclosed in Schedule 4.10 3.14 or where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of Xxxxxx: SFC or the SFC Subsidiaries: (i) Xxxxxx SFC and each of its the SFC Subsidiaries are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to SFC or the SFC Subsidiaries or to any of their respective operations and properties; and (ii) all material permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the respective businesses business of Xxxxxx and each of its SFC or the SFC Subsidiaries as presently conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or threatened which may result in the revocation, cancellation, suspension or materially adverse modification of any thereof.

Appears in 1 contract

Samples: Merger Agreement (Skylands Financial Corp)

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Compliance with Laws; Governmental Authorizations. Except ------------ ------------------------------------------------- as disclosed in Schedule 4.10 or where noncompliance would not have a material ------------- and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of XxxxxxFFC: (i) Xxxxxx FFC and each of its Subsidiaries are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to their respective operations and properties; and (ii) all permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the respective businesses of Xxxxxx FFC and each of its Subsidiaries as presently conducted have been duly obtained and are in full force and effect, and there are no not proceedings pending or threatened which may result in the revocation, cancellation, suspension or materially adverse modification of any thereof.

Appears in 1 contract

Samples: Merger Agreement (Fulton Financial Corp)

Compliance with Laws; Governmental Authorizations. Except as disclosed in Schedule 4.10 or where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of XxxxxxFxxxxx Material Adverse Effect: (i) Xxxxxx Fxxxxx and each of its the Fxxxxx Subsidiaries are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to their respective operations and properties; and (ii) all permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the respective businesses of Xxxxxx Fxxxxx and each of its the Fxxxxx Subsidiaries as presently conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or threatened which may result in the revocation, cancellation, suspension or materially adverse modification of any thereof.

Appears in 1 contract

Samples: Merger Agreement (Fulton Financial Corp)

Compliance with Laws; Governmental Authorizations. Except as disclosed in Schedule 4.10 3.14 or where noncompliance would not have a ------------- material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of XxxxxxWNB or WIC: (i) Xxxxxx WNB and each of its Subsidiaries WIC are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to WNB and WIC or to any of their respective operations and properties; and (ii) all permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the respective businesses business of Xxxxxx and each of its Subsidiaries WNB or WIC as presently conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or threatened which may result in the revocation, cancellation, suspension or materially adverse modification of any thereof.

Appears in 1 contract

Samples: Merger Agreement (Fulton Financial Corp)

Compliance with Laws; Governmental Authorizations. Except as ------------ ------------------------------------------------- disclosed in Schedule 4.10 or where noncompliance would not have a material and ------------- adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of XxxxxxFFC: (i) Xxxxxx FFC and each of its Subsidiaries are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to their respective operations and properties; and (ii) all permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the respective businesses of Xxxxxx FFC and each of its Subsidiaries as presently conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or threatened which may result in the revocation, cancellation, suspension or materially adverse modification of any thereof.

Appears in 1 contract

Samples: Merger Agreement (Fulton Financial Corp)

Compliance with Laws; Governmental Authorizations. Except as disclosed in Schedule 4.10 or where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of XxxxxxFFC: (i) Xxxxxx FFC and each of its Subsidiaries are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to their respective operations and properties; and (ii) all permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the respective businesses of Xxxxxx FFC and each of its Subsidiaries as presently conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or threatened which may result in the revocation, cancellation, suspension or materially adverse modification of any thereof.

Appears in 1 contract

Samples: Merger Agreement (Drovers Bancshares Corp)

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