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

Compliance with Laws; Governmental Authorizations. (a) Except as set forth on Section 3.14 of the Seller Disclosure Schedule, each Acquired Company is in material compliance with all Legal Requirements applicable to it or to the conduct of its business or operations, including, without limitation, federal, state and local (i) Environmental Laws; (ii) any kickback, procurement integrity, contingent fee, gratuities to government officials, customs, export control, foreign trade and foreign corrupt practices laws, securities (including Cost Accounting Standards, the National Industrial Security Program Manual (including all rules and regulations relating to protection of classified information and retention of facility and personnel security clearances), the Federal Acquisition Regulations and any agency supplements thereto (e.g., FARS and NASA FAR regulations) and the Truth in Negotiation Act), or any order, decree or judgment of any Governmental Entity having jurisdiction over any Acquired Company; (iii) Occupational Safety and Health Laws; and (iv) securities laws, rules and regulations. No Acquired Company has been charged with violating, or to the Knowledge of Sellers, threatened with a charge of violating, or, to the Knowledge of Sellers, is any Acquired Company under investigation with respect to a possible violation of, any provision of any Legal Requirement relating to any of their material assets or properties or any material aspect of their business. (b) Each Acquired Company has obtained all material regulatory approvals from third parties and, to the Knowledge of Sellers, each Acquired Company has obtained all necessary regulatory approvals, from any foreign regulatory bodies related to the products or services sold by such Acquired Company. (c) Section 3.14 of the Seller Disclosure Schedule contains a complete and accurate list of each material governmental authorization, license or permit that is held by each Acquired Company and required for the conduct of its business or ownership of its assets. Except as set forth on Section 3.14 of the Seller Disclosure Schedule, each governmental authorization listed or required to be listed on Section 3.14 of the Seller Disclosure Schedule is valid and in full force and effect, and will continue to be valid and in full force and effect after the Closing.

Compliance with Laws; Governmental Authorizations. (a) Except as set forth on Section 3.14 C&N and each of its Subsidiaries hold, and have at all times since December 31 of the Seller Disclosure SchedulePrior Year held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each Acquired Company (and have paid all fees and assessments due and payable in connection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) would, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on C&N, and to the knowledge of C&N no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. C&N and each of its Subsidiaries have complied in all material respects with and are not in material compliance with all Legal Requirements applicable to it default or to the conduct of its business or operationsviolation under any law, includingstatute, without limitation, federal, state and local (i) Environmental Laws; (ii) any kickback, procurement integrity, contingent fee, gratuities to government officials, customs, export control, foreign trade and foreign corrupt practices laws, securities (including Cost Accounting Standards, the National Industrial Security Program Manual (including all rules and regulations relating to protection of classified information and retention of facility and personnel security clearances), the Federal Acquisition Regulations and any agency supplements thereto (e.g., FARS and NASA FAR regulations) and the Truth in Negotiation Act), or any order, decree rule or judgment regulation of any Governmental Entity having jurisdiction over applicable to C&N or any Acquired Company; of its Subsidiaries, including (iii) Occupational Safety and Health Laws; and (iv) securities laws, rules and regulations. No Acquired Company has been charged with violating, or to the Knowledge extent applicable to C&N or its Subsidiaries) all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Foreign Corrupt Practices Act, the Interagency Policy Statement on Retail Sales of SellersNondeposit Investment Products, threatened with a charge the SAFE Mortgage Licensing Act of violating2008, orthe Real Estate Settlement Procedures Act and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the SOX Act, and all agency requirements relating to the Knowledge origination, sale and servicing of Sellers, is any Acquired Company under investigation with respect to mortgage and consumer loans. C&N Bank has a possible violation of, any provision Community Reinvestment Act rating of any Legal Requirement relating to any of their material assets “satisfactory” or properties or any material aspect of their businessbetter. (b) Each Acquired Company has obtained all material regulatory approvals from third parties and, to the Knowledge of Sellers, each Acquired Company has obtained all necessary regulatory approvals, from any foreign regulatory bodies related to the products or services sold by such Acquired Company. (c) Section 3.14 of the Seller Disclosure Schedule contains a complete and accurate list of each material governmental authorization, license or permit that is held by each Acquired Company and required for the conduct of its business or ownership of its assets. Except as set forth on Section 3.14 of the Seller Disclosure Schedule, each governmental authorization listed or required to be listed on Section 3.14 of the Seller Disclosure Schedule is valid and in full force and effect, and will continue to be valid and in full force and effect after the Closing.

Compliance with Laws; Governmental Authorizations. (a) Except as set forth on Section 3.14 C&N and each of its Subsidiaries hold, and have at all times since December 31 of the Seller Disclosure SchedulePrior Year held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each Acquired Company (and have paid all fees and assessments due and payable in connection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) would, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on C&N, and to the Knowledge of C&N no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. C&N and each of its Subsidiaries have complied in all material respects with and are not in material compliance with all Legal Requirements applicable to it default or to the conduct of its business or operationsviolation under any law, includingstatute, without limitation, federal, state and local (i) Environmental Laws; (ii) any kickback, procurement integrity, contingent fee, gratuities to government officials, customs, export control, foreign trade and foreign corrupt practices laws, securities (including Cost Accounting Standards, the National Industrial Security Program Manual (including all rules and regulations relating to protection of classified information and retention of facility and personnel security clearances), the Federal Acquisition Regulations and any agency supplements thereto (e.g., FARS and NASA FAR regulations) and the Truth in Negotiation Act), or any order, decree rule or judgment regulation of any Governmental Entity having jurisdiction over applicable to C&N or any Acquired Company; of its Subsidiaries, including (iii) Occupational Safety and Health Laws; and (iv) securities laws, rules and regulations. No Acquired Company has been charged with violating, or to the Knowledge extent applicable to C&N or its Subsidiaries) all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Foreign Corrupt Practices Act, the Interagency Policy Statement on Retail Sales of SellersNondeposit Investment Products, threatened with a charge the SAFE Mortgage Licensing Act of violating2008, orthe Real Estate Settlement Procedures Act and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the SOX Act, and all agency requirements relating to the Knowledge origination, sale and servicing of Sellers, is any Acquired Company under investigation with respect to mortgage and consumer loans. C&N Bank has a possible violation of, any provision Community Reinvestment Act rating of any Legal Requirement relating to any of their material assets “satisfactory” or properties or any material aspect of their businessbetter. (b) Each Acquired Company has obtained all material regulatory approvals from third parties and, to the Knowledge of Sellers, each Acquired Company has obtained all necessary regulatory approvals, from any foreign regulatory bodies related to the products or services sold by such Acquired Company. (c) Section 3.14 of the Seller Disclosure Schedule contains a complete and accurate list of each material governmental authorization, license or permit that is held by each Acquired Company and required for the conduct of its business or ownership of its assets. Except as set forth on Section 3.14 of the Seller Disclosure Schedule, each governmental authorization listed or required to be listed on Section 3.14 of the Seller Disclosure Schedule is valid and in full force and effect, and will continue to be valid and in full force and effect after the Closing.

Compliance with Laws; Governmental Authorizations. (a) Except as set forth on Section 3.14 Covenant and each of its Subsidiaries hold, and have at all times since December 31 of the Seller Disclosure SchedulePrior Year held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each Acquired Company (and have paid all fees and assessments due and payable in connection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) would, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Covenant, and to the Knowledge of Covenant no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. Covenant and each of its Subsidiaries have complied in all material respects with and are not in material compliance with all Legal Requirements applicable to it default or to the conduct of its business or operationsviolation under any law, includingstatute, without limitation, federal, state and local (i) Environmental Laws; (ii) any kickback, procurement integrity, contingent fee, gratuities to government officials, customs, export control, foreign trade and foreign corrupt practices laws, securities (including Cost Accounting Standards, the National Industrial Security Program Manual (including all rules and regulations relating to protection of classified information and retention of facility and personnel security clearances), the Federal Acquisition Regulations and any agency supplements thereto (e.g., FARS and NASA FAR regulations) and the Truth in Negotiation Act), or any order, decree rule or judgment regulation of any Governmental Entity having jurisdiction over applicable to Covenant or any Acquired Company; of its Subsidiaries, including (iii) Occupational Safety and Health Laws; and (iv) securities laws, rules and regulations. No Acquired Company has been charged with violating, or to the Knowledge extent applicable to Covenant or its Subsidiaries) all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Foreign Corrupt Practices Act, the Interagency Policy Statement on Retail Sales of SellersNondeposit Investment Products, threatened with a charge the SAFE Mortgage Licensing Act of violating2008, orthe Real Estate Settlement Procedures Act and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the SOX Act, and all agency requirements relating to the Knowledge origination, sale and servicing of Sellers, is any Acquired Company under investigation with respect to mortgage and consumer loans. Covenant Bank has a possible violation of, any provision Community Reinvestment Act rating of any Legal Requirement relating to any of their material assets “satisfactory” or properties or any material aspect of their businessbetter. (b) Each Acquired Company has obtained all material regulatory approvals from third parties and, to the Knowledge of Sellers, each Acquired Company has obtained all necessary regulatory approvals, from any foreign regulatory bodies related to the products or services sold by such Acquired Company. (c) Section 3.14 of the Seller Disclosure Schedule contains a complete and accurate list of each material governmental authorization, license or permit that is held by each Acquired Company and required for the conduct of its business or ownership of its assets. Except as set forth on Section 3.14 of the Seller Disclosure Schedule, each governmental authorization listed or required to be listed on Section 3.14 of the Seller Disclosure Schedule is valid and in full force and effect, and will continue to be valid and in full force and effect after the Closing.

Compliance with Laws; Governmental Authorizations. CBT Financial and each of its Subsidiaries hold, and have at all times since December 31, 2013 held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (aand have paid all fees and assessments due and payable in connection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) Except as set forth would, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Section 3.14 CBT Financial, and to the knowledge of the Seller Disclosure ScheduleCBT Financial, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. CBT Financial and each Acquired Company is of its Subsidiaries have complied in all material respects with and are not in material compliance with all Legal Requirements applicable to it default or to the conduct of its business or operationsviolation under any law, includingstatute, without limitation, federal, state and local (i) Environmental Laws; (ii) any kickback, procurement integrity, contingent fee, gratuities to government officials, customs, export control, foreign trade and foreign corrupt practices laws, securities (including Cost Accounting Standards, the National Industrial Security Program Manual (including all rules and regulations relating to protection of classified information and retention of facility and personnel security clearances), the Federal Acquisition Regulations and any agency supplements thereto (e.g., FARS and NASA FAR regulations) and the Truth in Negotiation Act), or any order, decree rule or judgment regulation of any Governmental Entity having jurisdiction over applicable to CBT Financial or any Acquired Company; of its Subsidiaries, including (iii) Occupational Safety and Health Laws; and (iv) securities laws, rules and regulations. No Acquired Company has been charged with violating, or to the Knowledge extent applicable to CBT Financial or its Subsidiaries) all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Foreign Corrupt Practices Act, the Interagency Policy Statement on Retail Sales of SellersNondeposit Investment Products, threatened with a charge the SAFE Mortgage Licensing Act of violating2008, orthe Real Estate Settlement Procedures Act and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, and all agency requirements relating to the Knowledge origination, sale and servicing of Sellers, is any Acquired Company under investigation with respect to mortgage and consumer loans. CBT Financial Bank has a possible violation of, any provision Community Reinvestment Act rating of any Legal Requirement relating to any of their material assets “satisfactory” or properties or any material aspect of their businessbetter. (b) Each Acquired Company has obtained all material regulatory approvals from third parties and, to the Knowledge of Sellers, each Acquired Company has obtained all necessary regulatory approvals, from any foreign regulatory bodies related to the products or services sold by such Acquired Company. (c) Section 3.14 of the Seller Disclosure Schedule contains a complete and accurate list of each material governmental authorization, license or permit that is held by each Acquired Company and required for the conduct of its business or ownership of its assets. Except as set forth on Section 3.14 of the Seller Disclosure Schedule, each governmental authorization listed or required to be listed on Section 3.14 of the Seller Disclosure Schedule is valid and in full force and effect, and will continue to be valid and in full force and effect after the Closing.

Compliance with Laws; Governmental Authorizations. Riverview Financial and each of its Subsidiaries hold, and have at all times since December 31, 2013 held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (aand have paid all fees and assessments due and payable in connection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) Except as set forth would, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Section 3.14 Riverview Financial, and to the knowledge of the Seller Disclosure ScheduleRiverview Financial, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. Riverview Financial and each Acquired Company is of its Subsidiaries have complied in all material respects with and are not in material compliance with all Legal Requirements applicable to it default or to the conduct of its business or operationsviolation under any law, includingstatute, without limitation, federal, state and local (i) Environmental Laws; (ii) any kickback, procurement integrity, contingent fee, gratuities to government officials, customs, export control, foreign trade and foreign corrupt practices laws, securities (including Cost Accounting Standards, the National Industrial Security Program Manual (including all rules and regulations relating to protection of classified information and retention of facility and personnel security clearances), the Federal Acquisition Regulations and any agency supplements thereto (e.g., FARS and NASA FAR regulations) and the Truth in Negotiation Act), or any order, decree rule or judgment regulation of any Governmental Entity having jurisdiction over applicable to Riverview Financial or any Acquired Company; of its Subsidiaries, including (iii) Occupational Safety and Health Laws; and (iv) securities laws, rules and regulations. No Acquired Company has been charged with violating, or to the Knowledge extent applicable to Riverview Financial or its Subsidiaries) all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Foreign Corrupt Practices Act, the Interagency Policy Statement on Retail Sales of SellersNondeposit Investment Products, threatened with a charge the SAFE Mortgage Licensing Act of violating2008, orthe Real Estate Settlement Procedures Act and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the SOX Act, and all agency requirements relating to the Knowledge origination, sale and servicing of Sellers, is any Acquired Company under investigation with respect to mortgage and consumer loans. Riverview Financial Bank has a possible violation of, any provision Community Reinvestment Act rating of any Legal Requirement relating to any of their material assets “satisfactory” or properties or any material aspect of their businessbetter. (b) Each Acquired Company has obtained all material regulatory approvals from third parties and, to the Knowledge of Sellers, each Acquired Company has obtained all necessary regulatory approvals, from any foreign regulatory bodies related to the products or services sold by such Acquired Company. (c) Section 3.14 of the Seller Disclosure Schedule contains a complete and accurate list of each material governmental authorization, license or permit that is held by each Acquired Company and required for the conduct of its business or ownership of its assets. Except as set forth on Section 3.14 of the Seller Disclosure Schedule, each governmental authorization listed or required to be listed on Section 3.14 of the Seller Disclosure Schedule is valid and in full force and effect, and will continue to be valid and in full force and effect after the Closing.

Compliance with Laws; Governmental Authorizations. (a) Except as set forth on Section 3.14 Prudential and each of the Seller Disclosure SchedulePrudential Subsidiaries hold, each Acquired Company is in material compliance with and have at all Legal Requirements applicable to it or to times since the Look Back Date held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of its business or operationstheir respective businesses and ownership of their respective properties, including, without limitation, federal, state rights and local assets under and pursuant to each (i) Environmental Laws; (ii) any kickback, procurement integrity, contingent fee, gratuities to government officials, customs, export control, foreign trade and foreign corrupt practices laws, securities (including Cost Accounting Standards, the National Industrial Security Program Manual (including have paid all rules fees and regulations relating to protection of classified information assessments due and retention of facility and personnel security clearancespayable in connection therewith), the Federal Acquisition Regulations and any agency supplements thereto (e.g., FARS and NASA FAR regulations) and the Truth in Negotiation Act), or any order, decree or judgment of any Governmental Entity having jurisdiction over any Acquired Company; (iii) Occupational Safety and Health Laws; and (iv) securities laws, rules and regulations. No Acquired Company has been charged with violating, or to the Knowledge of Sellers, threatened with a charge of violating, or, to the Knowledge of Sellers, is any Acquired Company under investigation with respect to a possible violation of, any provision of any Legal Requirement relating to any of their material assets or properties or any material aspect of their business. (b) Each Acquired Company has obtained all material regulatory approvals from third parties and, to the Knowledge of SellersPrudential, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. Prudential and each Acquired Company has obtained of the Prudential Subsidiaries have complied in all necessary regulatory approvalsmaterial respects with and are not in default or violation under any law, from statute, order, rule or regulation of any foreign regulatory bodies Governmental Entity applicable to Prudential or any of the Prudential Subsidiaries, including (to the extent applicable to Prudential or the Prudential Subsidiaries) all laws related to data protection or privacy, the products USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Foreign Corrupt Practices Act of 1977, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or services sold leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the SOX Act, and all applicable agency requirements relating to the origination, sale and servicing of mortgage and consumer loans. As of the date hereof, Prudential Bank has a Community Reinvestment Act rating of “satisfactory” or better. (b) Without limitation, neither Prudential nor any of the Prudential Subsidiaries or to the Knowledge of Prudential, any director, officer, employee, agent or other person acting on behalf of Prudential or any of the Prudential Subsidiaries has, directly or indirectly, (i) used any funds of Prudential or any of the Prudential Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Prudential or any of the Prudential Subsidiaries, (iii) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, to the extent applicable to Prudential or any Prudential Subsidiary, (iv) established or maintained any unlawful fund of monies or other assets of Prudential or any of the Prudential Subsidiaries, (v) made any fraudulent entry on the books or records of Prudential or any of the Prudential Subsidiaries, or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business, to obtain special concessions for Prudential or any of the Prudential Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for Prudential or any of the Prudential Subsidiaries, or is currently subject to any United States sanctions administered by such Acquired Companythe Office of Foreign Assets Control of the United States Treasury Department. (c) Section 3.14 Each of the Seller Disclosure Schedule contains a complete Prudential and accurate list of each the Prudential Subsidiaries has complied in all material governmental authorization, license or permit that is held by each Acquired Company and required for the conduct of its business or ownership of its assets. Except as set forth on Section 3.14 of the Seller Disclosure Schedule, each governmental authorization listed or required to be listed on Section 3.14 of the Seller Disclosure Schedule is valid and in full force and effectrespects with, and will continue to be valid is not in material default or violation under, 12 U.S.C. § 1851 and the regulations promulgated by the Federal Reserve Board, the OCC or the SEC in full force and effect after the Closingconnection therewith.

Compliance with Laws; Governmental Authorizations. (a) Except as set forth on Section 3.14 Xxxxxx and each of its Subsidiaries hold, and have at all times since the Seller Disclosure ScheduleLook Back Date held, each Acquired Company is in material compliance with all Legal Requirements applicable to it or to licenses, franchises, permits and authorizations necessary for the lawful conduct of its business or operationstheir respective businesses and ownership of their respective properties, including, without limitation, federal, state rights and local assets under and pursuant to each (i) Environmental Laws; (ii) any kickback, procurement integrity, contingent fee, gratuities to government officials, customs, export control, foreign trade and foreign corrupt practices laws, securities (including Cost Accounting Standards, the National Industrial Security Program Manual (including have paid all rules fees and regulations relating to protection of classified information assessments due and retention of facility and personnel security clearancespayable in connection therewith), the Federal Acquisition Regulations and any agency supplements thereto (e.g., FARS and NASA FAR regulations) and the Truth in Negotiation Act), or any order, decree or judgment of any Governmental Entity having jurisdiction over any Acquired Company; (iii) Occupational Safety and Health Laws; and (iv) securities laws, rules and regulations. No Acquired Company has been charged with violating, or to the Knowledge of Sellers, threatened with a charge of violating, or, to the Knowledge of Sellers, is any Acquired Company under investigation with respect to a possible violation of, any provision of any Legal Requirement relating to any of their material assets or properties or any material aspect of their business. (b) Each Acquired Company has obtained all material regulatory approvals from third parties and, to the Knowledge of SellersXxxxxx, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. Xxxxxx and each Acquired Company has obtained of its Subsidiaries have complied in all necessary regulatory approvalsmaterial respects with and are not in material default or violation under any law, from statute, order, rule or regulation of any foreign regulatory bodies Governmental Entity applicable to Xxxxxx or any of its Subsidiaries, including (to the extent applicable to Xxxxxx or its Subsidiaries) all laws related to data protection or privacy, the products USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Foreign Corrupt Practices Act of 1977, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or services sold by such Acquired Company. (c) Section 3.14 leasing practices, money laundering prevention, Sections 23A and 23B of the Seller Disclosure Schedule contains a complete and accurate list of each material governmental authorizationFederal Reserve Act, license or permit that is held by each Acquired Company and required for the conduct of its business or ownership of its assets. Except as set forth on Section 3.14 of the Seller Disclosure Schedule, each governmental authorization listed or required to be listed on Section 3.14 of the Seller Disclosure Schedule is valid and in full force and effectSOX Act, and will continue all applicable agency requirements relating to be valid the origination, sale and in full force servicing of mortgage and effect after the Closingconsumer loans. Xxxxxx Bank has a Community Reinvestment Act rating of “satisfactory” or better.

Compliance with Laws; Governmental Authorizations. (a) Except as set forth on Section 3.14 Monument and each of its Subsidiaries hold, and have at all times since December 31 of the Seller Disclosure SchedulePrior Year held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each Acquired Company (and have paid all fees and assessments due and payable in connection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) would, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Monument, and to the knowledge of Monument no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. Monument and each of its Subsidiaries have complied in all material respects with and are not in material compliance with all Legal Requirements applicable to it default or to the conduct of its business or operationsviolation under any law, includingstatute, without limitation, federal, state and local (i) Environmental Laws; (ii) any kickback, procurement integrity, contingent fee, gratuities to government officials, customs, export control, foreign trade and foreign corrupt practices laws, securities (including Cost Accounting Standards, the National Industrial Security Program Manual (including all rules and regulations relating to protection of classified information and retention of facility and personnel security clearances), the Federal Acquisition Regulations and any agency supplements thereto (e.g., FARS and NASA FAR regulations) and the Truth in Negotiation Act), or any order, decree rule or judgment regulation of any Governmental Entity having jurisdiction over applicable to Monument or any Acquired Company; of its Subsidiaries, including (iii) Occupational Safety and Health Laws; and (iv) securities laws, rules and regulations. No Acquired Company has been charged with violating, or to the Knowledge extent applicable to Monument or its Subsidiaries) all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Foreign Corrupt Practices Act, the Interagency Policy Statement on Retail Sales of SellersNondeposit Investment Products, threatened with a charge the SAFE Mortgage Licensing Act of violating2008, orthe Real Estate Settlement Procedures Act and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the SOX Act, and all agency requirements relating to the Knowledge origination, sale and servicing of Sellers, is any Acquired Company under investigation with respect to mortgage and consumer loans. Monument Bank has a possible violation of, any provision Community Reinvestment Act rating of any Legal Requirement relating to any of their material assets “satisfactory” or properties or any material aspect of their businessbetter. (b) Each Acquired Company has obtained all material regulatory approvals from third parties and, to the Knowledge of Sellers, each Acquired Company has obtained all necessary regulatory approvals, from any foreign regulatory bodies related to the products or services sold by such Acquired Company. (c) Section 3.14 of the Seller Disclosure Schedule contains a complete and accurate list of each material governmental authorization, license or permit that is held by each Acquired Company and required for the conduct of its business or ownership of its assets. Except as set forth on Section 3.14 of the Seller Disclosure Schedule, each governmental authorization listed or required to be listed on Section 3.14 of the Seller Disclosure Schedule is valid and in full force and effect, and will continue to be valid and in full force and effect after the Closing.