Compliance with Laws; Legal Proceedings. (a) Parent and its subsidiaries are each in compliance with all applicable federal, state, county and municipal laws and regulations (i) that regulate or are concerned in any way with the ownership and operation of banks or the business of banking, their holding companies and their subsidiaries or of acting as a fiduciary, including those laws and regulations relating to the investment of funds, the taking of deposits, the lending of money, the collection of interest, the extension of credit and the location and operation of banking facilities, or (ii) that otherwise relate to or affect the business or assets of Parent or any of its subsidiaries or the assets owned, used, occupied or managed by Parent or any of its subsidiaries, except for such noncompliance which individually or in the aggregate would not have a Material Adverse Effect on Parent. Parent and its subsidiaries hold all material Licenses from all appropriate federal, state or other Governmental Authorities necessary for the conduct of their respective businesses and the ownership of their respective assets. None of Parent or its subsidiaries has received from any federal, state or other Governmental Authority any notice or communication indicating that Governmental Authority would, and Parent has no reason to believe any such Governmental Authority would, object to, or withhold any approval or consent necessary for, the consummation by Parent of the Merger and the transactions contemplated by this Agreement.
(b) Except as may be disclosed in the Parent SEC Documents, there are no material claims, actions, suits or proceedings pending or, to the Knowledge of Parent, threatened or contemplated against or affecting Parent or its subsidiaries, at law or in equity, or before any federal, state or other Governmental Authority or any arbitrator or arbitration panel, whether by contract or otherwise, including any claims, actions, suits or proceedings that might seek to challenge the validity or propriety of the Merger or that would affect Parent’s ability to obtain the Requisite Regulatory Approvals, and there is no decree, judgment or order or supervisory agreement of any kind in existence against or restraining Parent or its subsidiaries from taking any action of any kind in connection with their respective businesses. Except as may be disclosed in the Parent SEC Documents, none of Parent or its subsidiaries has received from any federal, state or other Governmental Authority any notice or threat ...
Compliance with Laws; Legal Proceedings. (a) The Minority Bank is in compliance with all applicable federal, state, county and municipal laws and regulations (i) that regulate or are concerned in any way with the ownership and operation of banks or the business of banking or of acting as a fiduciary, including those laws and regulations relating to the investment of funds, the taking of deposits, the lending of money, the collection of interest, the extension of credit and the location and operation of banking facilities, or (ii) that otherwise relate to or affect the business or assets of the Minority Bank or the assets owned, used, occupied or managed by either of them, except for matters concerning such compliance that would not have a Material Adverse Effect on the Minority Bank.
(b) The Minority Bank holds all material licenses, certificates, permits, authorizations, franchises and rights from all appropriate federal, state or other Governmental Authorities (collectively, “Licenses”) necessary for the conduct of its business and the ownership of its assets, all Licenses are in full force and effect, and the Minority Bank has received no notice (whether written or, to the knowledge of the Minority Bank, oral) of any pending or threatened action by any Governmental Authority to suspend, revoke, cancel or limit any License.
(c) Except as set forth on Schedule 3.14(c), there are no claims, actions, suits or proceedings pending or, to the knowledge of the Minority Bank, threatened against or affecting the Minority Bank, at law or in equity, or before any federal, state or other Governmental Authority or any arbitrator or arbitration panel, whether by contract or otherwise, and there is no decree, judgment or order or supervisory agreement of any kind in existence against or restraining the Minority Bank from taking any action of any kind in connection with the business of the Minority Bank. Except as set forth on Schedule 3.14(c), the Minority Bank has not received from any federal, state or other Governmental Authority any notice or threat (whether written or, to the knowledge of the Minority Bank, oral) of enforcement actions, and the Minority Bank has no reasonable basis for believing that any such enforcement action not otherwise disclosed herein is contemplated, concerning capital, compliance with laws or regulations, safety or soundness, fiduciary duties or other banking or business practices that has not been resolved to the reasonable satisfaction of such Governmental Authority.
Compliance with Laws; Legal Proceedings. The Purchaser’s business and operations have been and are being conducted, in all material respects, accordance with all applicable Laws and Orders. There is no agreement, judgment or Order binding upon the Purchaser which has, or could reasonably be expected to have, the effect of prohibiting or materially impairing any current business practice of the Purchaser.
Compliance with Laws; Legal Proceedings. (a) The Company and the Company Subsidiaries are each in compliance with all applicable federal, state, county and municipal laws and regulations (i) that regulate or are concerned in any way with the ownership and operation of banks, their holding companies and their subsidiaries or the business of banking or of acting as a fiduciary, including those laws and regulations relating to the investment of funds, the taking of deposits, the lending of money, the collection of interest, the maintenance and redemption of trust preferred securities, the extension of credit and the location and operation of banking facilities, or (ii) that otherwise relate to or affect the business or assets of the Company or such Company Subsidiary, or the assets owned, used, occupied or managed by it, except for in each of (i) and (ii) above, matters concerning such compliance that would not be material to the Company or a Company Subsidiary.
(b) Each of the Company and the Company Subsidiaries holds all material licenses, certificates, permits, authorizations, franchises and rights from all appropriate federal, state or other Governmental Authorities necessary for the conduct of its business and the ownership of its assets (collectively, “Licenses”), all such Licenses are in full force and effect, and none of the Company or a Company Subsidiary has received any notice (whether written or, to the Knowledge of the Company or the Bank, oral) of any pending or threatened action by any Governmental Authority to suspend, revoke, cancel or limit any License.
(c) There are no material claims, actions, suits or proceedings pending or, to the Knowledge of the Company or the Bank, threatened or contemplated against or affecting the Company or a Company Subsidiary, at law or in equity, or before any federal, state or other Governmental Authority or any arbitrator or arbitration panel, whether by contract or otherwise, and there is no decree, judgment or order or supervisory agreement of any kind in existence against or restraining the Company or a Company Subsidiary from taking any action of any kind in connection with their respective businesses. Neither the Company nor any Company Subsidiary has received from any federal, state or other Governmental Authority any notice or threat (whether written or, to the Knowledge of the Company or the Bank, oral) of enforcement actions, or any criticism or recommendation of a material nature concerning capital, compliance with laws or regulations, saf...
Compliance with Laws; Legal Proceedings. (a) There are no judicial, arbitration or administrative litigations or other proceedings pending or, to the Sellers' Knowledge, threatened to the Nordic Companies in writing during the last twelve (12) months prior to the Signing Date, to which any of the Nordic Companies is or may become a party with a claim value (excluding interest, if any) in excess of EUR 250,000.00 (in words: two hundred and fifty thousand euros) in the individual case, except as disclosed in Annex 12.6(a).
(b) Except as disclosed in Annex 12.6(b), each of the Nordic Companies is currently and has been, in the past 3 (three) years prior to the date hereof, conducting its business in all material respects in accordance with all applicable laws and its articles of association, provided that P7S1 shall only be liable under this sentence if a breach of the Statement pursuant to this sentence causes or is reasonably likely to cause, a Loss of the Nordic Companies in excess of EUR 1,000,000.00 (in words: one million euros) in the individual case. The Purchaser is aware of the fact that the Nordic Companies, through SBS UK, operate several Nordic TV channels under UK Ofcom licenses (the “UK Ofcom Model”). The Parties agree that any past, present or future breaches of any laws (other than the laws of the United Kingdom) to they extent that such breaches relate to the use of the UK Ofcom Model, in particular any potential breaches of any media laws of the Nordic countries, are exempt from the Statements pursuant to sentence 1 above.
(c) No Nordic Company has paid or received any bribe, illegal inducement or other like illegal payment in connection with any contract or otherwise.
(d) Except as disclosed in Annex 12.6(d), there is no material unsatisfied judgment, order, award or decision of a court, tribunal, or administrative or regulatory body which has been issued against the Nordic Companies during the last 12 (twelve) months prior to the date hereof.
Compliance with Laws; Legal Proceedings. (a) Parent is not in violation of, or in default with respect to, any applicable statute, regulation, ordinance, writ, injunction, order, judgment, decree or any Governmental License, including any federal state or local law regarding or relating to trespass or violations of privacy rights, which violation or default could reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth in Section 3.13(b) of the Parent Disclosure Schedule, there is no order, writ, injunction, judgment or decree outstanding and no legal, administrative, arbitration or other governmental proceeding or investigation pending or, to the best of Parent's knowledge, threatened, and there are no claims (including unasserted claims of which Parent is aware) against Parent or Merger Sub or any of their respective properties, assets or businesses that could reasonably be expected to have a Material Adverse Effect or against Parent or any of its directors or officers, as such, that relate to this Agreement, the Merger or the other transactions contemplated hereby. None of the items listed in Section 3.16(b) of Parent Disclosure Schedule could reasonably be expected to have a Material Adverse Effect. Parent has not been a defendant (either originally, by counter-claim or impleading) in any legal proceedings which have either been filed in the past two (2) fiscal years or are currently pending (all as set forth in Section 3.16(b) of Parent Disclosure Schedule). Except as set forth in Section 3.16(b) of Parent Disclosure Schedule, none of the legal proceedings set forth in Section 3.16(b) of Parent Disclosure Schedule has had or, to the best of Parent's knowledge, will have a Material Adverse Effect.
Compliance with Laws; Legal Proceedings. (a) The Company is not in violation of, or in default with respect to, any applicable law, statute, regulation, ordinance, writ, injunction, order, judgment, decree or any Governmental License, including any federal state or local law regarding or relating to trespass or violations of privacy rights, which violation or default could reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth in Section 2.16(b) of the Company Disclosure Schedule, there is no order, writ, injunction, judgment or decree outstanding and no legal, administrative, arbitration or other governmental proceeding or investigation pending or, to the best of the knowledge of the Company and each of the Company Shareholders, threatened, and there are no claims (including unasserted claims of which the Company is aware) against or relating to the Company or any of its properties, assets or businesses. There is no legal, administrative or other governmental proceeding or investigation pending or, to the best of the knowledge of the Company and each of the Company Shareholders, threatened against the Company, or any of its directors or officers, as such, that relates to this Agreement, the Merger or any of the transactions contemplated hereby. None of the items listed in Section 2.16(b) of the Company Disclosure Schedule could reasonably be expected to have a Material Adverse Effect. The Company has not been a defendant (either originally, by counter-claim or impleading) in any legal proceedings which have either been filed in the past two (2) fiscal years or are currently pending (all as set forth in Section 2.16(b) of the Company Disclosure Schedule). Except as set forth in Section 2.16(b) of the Company Disclosure Schedule, none of the legal proceedings set forth in Section 2.16(b) of the Company Disclosure Schedule has had or, to the best of the knowledge of the Company and each of the Company Shareholders, will have a Material Adverse Effect.
Compliance with Laws; Legal Proceedings. (a) The Company is not in violation of, or in default with respect to, any term or provision of (i) its Certificate of Incorporation or Bylaws, or (ii) any judgment, writ, order, injunction, or decree of any court or of any federal, state, or municipal agency or authority in any case or proceeding expressly naming the Company.
(b) To the Knowledge of the Company, the Company and its operations are in compliance with applicable statutes, ordinances, regulations, requirements and orders of the federal government and of all states, municipalities, and agencies thereof, and of all other authorities having jurisdiction in respect of any of its assets or operations (including any applicable foreign government or agency or subdivision thereof), except where the failure to do so would not have a material adverse effect on the Company.
(c) The Company has not been threatened with, nor is it a party to, directly or indirectly, nor, to the Knowledge of the Company, is there any set of facts that is likely to give rise to, any material legal action, governmental investigation, or other proceeding (governmental or private), including investigations, inquiries, citations, complaints, orders or stipulations by any federal, state or local agency or governmental unit, and there are no judgments, orders, restrictions or decrees of a continuing nature outstanding against the Company. The Company has not been threatened with, nor, to the Knowledge of the Company is there any set of facts that is likely to give rise to, a charge of any material violation of any provision of any federal, state, local or other law (including common law), or administrative regulations in respect of its business or property.
Compliance with Laws; Legal Proceedings. (a) Except as to matters that would not reasonably be expected to have a Plains Material Adverse Effect, to the Knowledge of the Plains Parents, the Plains Parents are, and as of the Closing Date the Company Group will be, in compliance with all applicable Laws with respect to the Plains Permian Business.
(b) As of the Signing Date, there are no Proceedings pending or, to the Knowledge of the Plains Parents, threatened against the Plains Parents with respect to the Plains Permian Business, except such Proceedings that if resolved adversely to such Persons would not reasonably be expected to have a Plains Material Adverse Effect.
(c) Other than with respect to the Plains Joint Venture, the Plains Parents or one or more of their Affiliates have filed all tariffs necessary for the operation of the pipelines listed on Schedule 4.10(a) of the Plains Disclosure Schedules with the relevant Governmental Bodies, such tariffs are in full force and effect and the Plains Parents are in compliance with the terms and conditions of such tariffs in all material respects.
Compliance with Laws; Legal Proceedings. (a) The Company and each Company Subsidiary is, and at all times since January 1, 2019, has been, in compliance with all Applicable Laws (i) that regulate or are concerned in any way with the ownership and operation of banks, their holding companies and their subsidiaries or the business of banking or of acting as a fiduciary, including those laws and regulations relating to the investment of funds, the taking of deposits, the lending of money, the collection of interest, the maintenance and redemption of trust preferred securities, the extension of credit and the location and operation of banking facilities, or (ii) that otherwise relate to or affect the business or assets of the Company or such Company Subsidiary, or the assets owned, used, occupied or managed by it, except for in each of (i) and (ii) above where the failure to comply would not have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole.
(b) Without limiting the generality of the foregoing:
(i) UDAAP. Neither the Company nor a Company Subsidiary has received any notice or communication from any Governmental Authority alleging violation of, or noncompliance with, any legal requirement concerning unfair or deceptive acts or practices, including Section 5 of the Federal Trade Commission Act (15 U.S.C. §§ 45), Regulation AA issued by the Board of Governors of the Federal Reserve System Regulation (12 CFR 227), and the Illinois Consumer Fraud and Deceptive Business Practices Act (815 Ill. Comp. Stat. Xxx. 505), (each such legal requirement and the rules promulgated thereunder, a “UDAAP Law”). Neither the Company nor a Company Subsidiary has been cited, fined or otherwise notified of any failure by it to comply with a UDAAP Law which has not been cured or otherwise satisfied in full. To the Knowledge of the Company or a Company Subsidiary, there are no facts or circumstances that could form the reasonable basis for assertion of any proceeding against the Company or a Company Subsidiary under any UDAAP Law that, if determined adversely to the Company or a Company Subsidiary, could reasonably be expected to have a Material Adverse Effect on the Company and the Company Subsidiaries as a whole. With respect to all of the Company’s, the Bank’s and the Insurance Subsidiary’s products, the corresponding consumer disclosures have reflected accurately, clearly and conspicuously the features of such products to the extent required by applicable law, except where the fail...
