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

Compliance with Laws; Governmental Authorizations. (a) Except where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, or operations of Shore Bancshares and the Shore Subsidiaries, taken as a whole, (i) Shore Bancshares and each of the Shore 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 Shore Bancshares, the Shore Subsidiaries, or any of their properties; and (ii) all permits, concessions, grants, franchises, licenses, and other governmental authorizations and approvals necessary for the conduct of the business of Shore Bancshares and the Shore Subsidiaries as now conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or, to Shore Bancshares' knowledge, threatened which may result in the revocation, cancellation, suspension, or materially adverse modification of any thereof. Except as disclosed on a list previously provided to Talbot Bancshares, neither Shore Bancshares nor any of the Shore Subsidiaries engages in any business or owns any assets that may not be engaged in or owned by a registered bank holding company, a national banking association, or their subsidiaries or affiliates. (b) Since January 1, 1995, Shore Bancshares has filed all reports that it was required to file with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all of which complied in all material respects with all applicable requirements of the Exchange Act and the rules and regulations adopted thereunder. As of their respective dates, each such report, statement, form, or other document, including without limitation, any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, that information as of a later date shall be deemed to modify information as of an earlier date.

Compliance with Laws; Governmental Authorizations. (a) Except where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, or operations of Shore Talbot Bancshares and the Shore Talbot Subsidiaries, taken as a whole, (i) Shore Talbot Bancshares and each of the Shore Talbot 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 Shore Talbot Bancshares, the Shore Talbot Subsidiaries, or any of their properties; and (ii) all permits, concessions, grants, franchises, licenses, and other governmental authorizations and approvals necessary for the conduct of the business of Shore Talbot Bancshares and the Shore Talbot Subsidiaries as now conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or, to Shore Talbot Bancshares' knowledge, threatened which may result in the revocation, cancellation, suspension, or materially adverse modification of any thereof. Except as disclosed on a list previously provided to Talbot Shore Bancshares, neither Shore Talbot Bancshares nor any of the Shore Talbot Subsidiaries engages in any business or owns any assets that may not be engaged in or owned by a registered bank holding company, a national banking associationcommercial bank, or their subsidiaries or affiliates. (b) Since January 1, 1995, Shore 1995 Talbot Bancshares has filed all reports that it was required to file with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all of which complied in all material respects with all applicable requirements of the Exchange Act and the rules and regulations adopted thereunder. As of their respective dates, each such report, statement, form, or other document, including without limitation, any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, that information as of a later date shall be deemed to modify information as of an earlier date.

Compliance with Laws; Governmental Authorizations. (a) Except where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, or operations of Shore Bancshares and the Shore Subsidiaries, taken as a whole, set forth on Schedule 3.7(a): (i) Shore Bancshares the Seller is, and each of the Shore Subsidiaries are at all times since January 1, 2012 has been, in compliance in all material respects 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 each Legal Requirement that is or approvals was applicable to Shore Bancsharesthe Seller, the Shore SubsidiariesPurchased Assets, the Assumed Liabilities or any of their properties; and the Business; (ii) all permitsno event has occurred since January 1, concessions2012 or circumstance exists that may constitute or result in (with or without notice or lapse of time) a material violation by the Seller of, grantsor a failure on the part of the Seller to comply in any material respect with, franchisesany Legal Requirement applicable to the Seller, licensesthe Purchased Assets, the Assumed Liabilities or the Business; and (iii) the Seller has not received any written notice or other written communication since January 1, 2012 from any Governmental Body or any other Person regarding, and other governmental authorizations there does not exist any material violation of, or material failure to comply with, any Legal Requirement applicable to the Seller, the Purchased Assets, the Assumed Liabilities or the Business. (b) Schedule 3.7(b) contains a complete and approvals accurate list of each Governmental Authorization that is necessary for to permit the Seller to lawfully conduct of and operate the business of Shore Bancshares Business in the manner in which the Seller currently conducts and operates the Shore Subsidiaries as now conducted have been duly obtained Business and are to permit such Seller to own and use the Purchased Assets in the manner in which the Seller currently owns and uses the Purchased Assets (the “Seller Governmental Authorizations”). Each Seller Governmental Authorization is valid and in full force and effect. All applications required to have been filed for the renewal of the Seller Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Bodies, and there are no proceedings pending or, all other filings required to Shore Bancshares' knowledge, threatened which may result in the revocation, cancellation, suspension, or materially adverse modification of any thereof. Except as disclosed have been made with respect to such Seller Governmental Authorizations have been duly made on a list previously provided to Talbot Bancshares, neither Shore Bancshares nor any of timely basis with the Shore Subsidiaries engages in any business or owns any assets that may not be engaged in or owned by a registered bank holding company, a national banking association, or their subsidiaries or affiliatesappropriate Governmental Bodies. (bc) Since January 1Schedule 3.7(c) sets forth all filings, 1995notices, Shore Bancshares has filed all reports that it was required to file with the SEC under the Securities Exchange Act of 1934approvals, as amended waivers, consents and approvals (the "Exchange Act"), “Required Governmental Consents”) necessary to validly assign and transfer all of which complied in all material respects with all applicable requirements the Seller Governmental Authorizations to the Buyer and no Seller Governmental Authorization is subject to termination or modification as a result of the Exchange Act and the rules and regulations adopted thereunder. As of their respective dates, each such report, statement, form, or other document, including without limitation, any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, that information as of a later date shall be deemed to modify information as of an earlier datetransactions contemplated hereby.

Compliance with Laws; Governmental Authorizations. (a) Except where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, or operations of Shore Bancshares Columbia Bancorp and the Shore Columbia Subsidiaries, taken as a whole, (i) Shore Bancshares Columbia Bancorp and each of the Shore Columbia 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 Shore BancsharesColumbia Bancorp, the Shore Columbia Subsidiaries, or any of their properties; and (ii) all permits, concessions, grants, franchises, licenses, and other governmental authorizations and approvals necessary for the conduct of the business of Shore Bancshares Columbia Bancorp and the Shore Columbia Subsidiaries as now conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or, to Shore Bancshares' Columbia Bancorp's knowledge, threatened which may result in the revocation, cancellation, suspension, or materially adverse modification of any thereof. Except as disclosed on a list previously provided to Talbot Bancshares, neither Shore Bancshares nor any of the Shore Subsidiaries engages in any business or owns any assets that may not be engaged in or owned by a registered bank holding company, a national banking association, or their subsidiaries or affiliates. (b) Since January 1, 1995, Shore Bancshares Columbia Bancorp has filed all reports that it was required to file with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all of which complied in all material respects with all applicable requirements of the Exchange Act and the rules and regulations adopted thereunder. As of their respective dates, each such report, statement, form, or other document, including without limitation, any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, ; provided, that information as of a later date shall be deemed to modify information as of an earlier date.

Compliance with Laws; Governmental Authorizations. (a) Except where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, or operations of Shore Suburban Bancshares and the Shore Suburban Subsidiaries, taken as a whole, (i) Shore Suburban Bancshares and each of the Shore Suburban 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 Shore Suburban Bancshares, the Shore Suburban Subsidiaries, or any of their properties; and (ii) all permits, concessions, grants, franchises, licenses, and other governmental authorizations and approvals necessary for the conduct of the business of Shore Suburban Bancshares and the Shore Suburban Subsidiaries as now conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or, to Shore Suburban Bancshares' knowledge, threatened which may result in the revocation, cancellation, suspension, or materially adverse modification of any thereof. Except as disclosed on a list previously provided to Talbot Bancshares, neither Shore Bancshares nor any of the Shore Subsidiaries engages in any business or owns any assets that may not be engaged in or owned by a registered bank holding company, a national banking association, or their subsidiaries or affiliates. (b) Since January 1, 1995, Shore Suburban Bancshares has filed all reports that it was required to file with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all of which complied in all material respects with all applicable requirements of the Exchange Act and the rules and regulations adopted thereunder. As of their respective dates, each such report, statement, form, or other document, including without limitation, any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, that information as of a later date shall be deemed to modify information as of an earlier date.