Compliance with Laws; Licenses. (i) The Company and its Subsidiaries are and have been in compliance in all material respects with and are not in default or violation of any Laws applicable thereto or to the employees conducting their businesses, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised of any governmental or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is in compliance with such Law in all material respects. (ii) The Company and its Subsidiaries have all material permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals of, and have made all filings, applications, notices and registrations with, all Governmental Authorities that are required in order to permit each to own or lease its assets and properties and to conduct its businesses as presently conducted; all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect and, no suspension or cancellation of any of them is threatened. (iii) No investigation or review by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has the Company or any Subsidiary received any notification or communication from any Governmental Authority (A) asserting that the Company or any Subsidiary is not in compliance with any of the Laws which such Governmental Authority enforces or (B) threatening to revoke any license, franchise, permit or governmental authorization (nor, do any grounds for any of the foregoing exist). (iv) United Central Bank is in compliance in all material respects with the applicable provisions of the Community Reinvestment Act of 1977 and the regulations promulgated thereunder (collectively, “CRA”) and has received a CRA rating of “satisfactory” in its most recently completed exam, and the Company has no Knowledge of the existence of any fact or circumstance or set of facts or circumstances which could reasonably be expected to result in United Central Bank having its current rating lowered.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hanmi Financial Corp), Merger Agreement (Hanmi Financial Corp)
Compliance with Laws; Licenses. (i) The Company Ibis, the Business and, with respect to the Business, Isis are not in material violation of any Law. Ibis, the Business, and, with respect to the Business, Isis and Ibis’ and Isis’ Representatives have complied with, and are in material compliance with, all Applicable Laws, including, without limitation, the federal Food, Drug, and Cosmetic Act, as amended and regulations promulgated thereunder, and all U.S. Food and Drug Administration (“FDA”) or its Subsidiaries foreign equivalent regulations governing, among other things, the protection of human subjects and regulations governing clinical investigators. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained and have no registrations or declarations are required to be filed in connection with the execution and delivery of the Transaction Documents or the Transfer of the Remaining Shares.
(ii) Ibis holds all Licenses necessary for the operation or conduct of the Business (including pursuant to Environmental Laws). Schedule 5.1(q)(ii) sets forth a list of all Licenses material to the Business (the “Material Licenses”). Ibis is and has been in compliance with all terms and conditions of such Material Licenses and all Material Licenses may be relied upon by Ibis immediately following the Closing for the lawful operation of the Business as conducted on and prior to the date hereof. Each Material License is valid, binding and in full force and effect and Ibis and the Business have complied in all material respects with all requirements of and are not in default under any Material License and have not received written or, to Isis’ or Ibis’ Knowledge, oral notice that the Business or Ibis is in violation of any Laws applicable thereto or to the employees conducting their businesses, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised terms or conditions of such Material License. No loss or suspension of any governmental License nor any proceeding or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state investigation which is seeking such a loss or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is in compliance with such Law in all material respects.
(ii) The Company and its Subsidiaries have all material permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals of, and have made all filings, applications, notices and registrations with, all Governmental Authorities that are required in order to permit each to own or lease its assets and properties and to conduct its businesses as presently conducted; all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect and, no suspension or cancellation of any of them is threatened.
(iii) No investigation or review by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to Isis’ or Ibis’ Knowledge, threatened. Neither Ibis nor Isis is operating under any written or oral formal or informal agreement or understanding with any licensing authority, Regulatory Authority or any other Governmental Authority which restricts the Knowledge conduct of the CompanyBusiness or requires Ibis or, threatenedwith respect to the Business, nor has the Company Isis, to take or refrain from taking any Subsidiary received any notification or communication from any Governmental Authority (A) asserting that the Company or any Subsidiary is not in compliance with any of the Laws which such Governmental Authority enforces or (B) threatening to revoke any license, franchise, permit or governmental authorization (nor, do any grounds for any of the foregoing exist)actions.
(iv) United Central Bank is in compliance in all material respects with the applicable provisions of the Community Reinvestment Act of 1977 and the regulations promulgated thereunder (collectively, “CRA”) and has received a CRA rating of “satisfactory” in its most recently completed exam, and the Company has no Knowledge of the existence of any fact or circumstance or set of facts or circumstances which could reasonably be expected to result in United Central Bank having its current rating lowered.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Isis Pharmaceuticals Inc), Call Option Agreement (Isis Pharmaceuticals Inc)
Compliance with Laws; Licenses. (i) The Company To the knowledge of the Practice (without independent investigation or inquiry) and its Subsidiaries are and have been except for those matters that would not individually or in compliance in all material respects with and are not in default or violation the aggregate constitute a Material Adverse Effect, the conduct of the operations of the Practice (including the conduct of any Laws applicable thereto Physician or to the employees conducting their businessesany other Practice employee) has not violated, including the Equal Credit Opportunity Actand as presently conducted does not violate, in any material respect any Laws, including, but not limited to, the Fair Housing ActClinical Laboratories Improvements Act of 1988, or any other promulgations of any court or Governmental Authority or agency, including, but not limited to, the Community Reinvestment ActOccupational Safety and Health Administration, the Home Mortgage Disclosure ActCMS or any medical industry standards, nor has the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised Practice received any notice of any governmental or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is in compliance with such Law in all material respectsviolation which remains outstanding.
(ii) The Company and its Subsidiaries have To the knowledge of the Practice (without independent investigation or inquiry), the Practice has all material licenses, certificates, permits, licensesapprovals, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals of, and have made all filings, applications, notices and registrations withauthorizations (“Permits”) which are reasonably necessary for the conduct of its operations as currently conducted and as proposed to be conducted (including, without limitation, accreditations and certifications as a provider of healthcare services eligible to receive payment and compensation and to participate under Medicare and Medicaid), except for Permits that the failure to hold would not have a Material Adverse Effect. To the Practice’s knowledge (without independent investigation or inquiry), all Governmental Authorities that are required in order to permit each to own or lease its assets and properties and to conduct its businesses as presently conducted; all of such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals Permits are in full force and effect andeffect, no the Practice has not engaged in any activity which would cause or permit revocation, modification, cancellation or suspension or cancellation of any such Permit, and no action or proceeding looking to or contemplating the revocation, modification, cancellation or suspension of them any such Permit is pending or threatened. The Practice has no knowledge of any default or claimed or purported or alleged default or state of facts which, with or without the giving or receipt of notice or the passage of time or both, would constitute a default by the Practice under, or give rise to a right of revocation, modification, cancellation or suspension of, any such Permit.
(iii) No investigation or review by any Governmental Authority with respect The Practice qualifies as (and will continue to qualify during the Company or any of its Subsidiaries is pending orTerm as) a “group practice” as defined in the federal physician self referral law at 42 USC § 1395nn, to the Knowledge of the Company, threatened, nor has the Company or any Subsidiary received any notification or communication from any Governmental Authority (A) asserting that the Company or any Subsidiary is not in compliance with any of the Laws which such Governmental Authority enforces or (B) threatening to revoke any license, franchise, permit or governmental authorization (nor, do any grounds for any of the foregoing exist).
(iv) United Central Bank is in compliance in all material respects with the applicable provisions of the Community Reinvestment Act of 1977 regulations and the regulations promulgated thereunder (collectively, “CRA”) and has received a CRA rating of “satisfactory” in its most recently completed exam, and the Company has no Knowledge of the existence of any fact or circumstance or set of facts or circumstances which could reasonably be expected to result in United Central Bank having its current rating loweredsimilar state laws.
Appears in 1 contract
Samples: Management Services Agreement (Interhealth Facility Transport, Inc.)
Compliance with Laws; Licenses. (ia) The Each of the Company and its Subsidiaries are is, and have has at all times been in compliance in all material respects with all Laws and are not in default Orders applicable its business or operations. No notices have been received by and, to the Knowledge of the Company, no claims have been filed against, the Company or any of its Subsidiaries alleging a violation of or non-compliance with any Laws or Orders to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries has conducted any internal investigation with respect to any actual, potential or alleged violation of any Laws applicable thereto Law or to Order by the employees conducting Company, any of its Subsidiaries, or any of their businessesrespective officers, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 directors or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality employees.
(b) [Reserved].
(c) Each of the foregoingCompany and its Subsidiaries holds all Licenses required for the conduct of its business and the ownership of and operations of its properties and assets. Schedule 2.14(c) sets forth a true, correct and complete list of all of such Licenses held by the Company has not and its Subsidiaries which are material for the conduct of its business and the ownership and operations of its properties and assets. No notices have been advised received by the Company or any of its Subsidiaries alleging the failure to hold any governmental or regulatory concerns regarding their compliance with License. Each of the Anti-Bribery Company and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, its Subsidiaries is in compliance with such Law in all material respects.
(ii) The Company terms and its Subsidiaries have conditions of all material permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals ofLicenses which it holds, and have made all filingsof such Licenses are valid, applicationsbinding, notices and registrations with, all Governmental Authorities that are required in order to permit each to own or lease its assets and properties and to conduct its businesses as presently conducted; all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect andand will remain valid, no suspension or cancellation binding, in full force and effect and will be available for use by the Company and its Subsidiaries immediately after the Closing without the action of any party prior to the Closing. No loss or expiration of them is threatened.
(iii) No investigation or review by any Governmental Authority with respect to License of the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatenedthreatened or reasonably foreseeable (including as a result of the Transaction) other than expiration in accordance with the terms thereof.
(d) Neither the Company nor any of its Subsidiaries is a party to any Contracts, arrangements or concerted practices and no practices in which the Company or any of its Subsidiaries is or has been engaged which are void, illegal, unenforceable, registrable or notifiable under or which contravene any competition, anti-trust, anti-monopoly or anti-cartel legislation or regulations, nor has the Company or any Subsidiary of its Subsidiaries received any notification threat or communication from complaint or request for information or investigation in relation to or in connection with any Governmental Authority (A) asserting that such legislation or regulations. Neither the Company nor any of its Subsidiaries was or any Subsidiary is not subject to any Order, nor is it party to any undertaking or assurance given to any Government Entity, in compliance with any of the Laws which such Governmental Authority enforces or (B) threatening relation to revoke any license, franchise, permit or governmental authorization (nor, do any grounds for any of the foregoing exist)competition matters.
(iv) United Central Bank is in compliance in all material respects with the applicable provisions of the Community Reinvestment Act of 1977 and the regulations promulgated thereunder (collectively, “CRA”) and has received a CRA rating of “satisfactory” in its most recently completed exam, and the Company has no Knowledge of the existence of any fact or circumstance or set of facts or circumstances which could reasonably be expected to result in United Central Bank having its current rating lowered.
Appears in 1 contract
Compliance with Laws; Licenses. (ia) The Company location and its Subsidiaries are construction, occupancy, operation and have been in compliance in use of all material respects with and are not in default improvements attached to or violation placed, erected, constructed or developed as a portion of any Laws applicable thereto or to the employees conducting their businesses, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoingProperty (the “Improvements”) do not violate in any material respect any applicable Licenses, Law, restrictive covenant or deed restriction affecting the Company has not been advised of any governmental or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption LawsProperty including, anti-money laundering Laws, including the Bank Secrecy Actwithout limitation, any Order issued with respect to anti-money laundering by OFAC applicable health, environmental, rates, utility, water supply, water quality, antitrust, hiring, wages, hours, collective bargaining, safety, price and any other state or federal anti-money-laundering wage controls, payment of withholding and social security taxes, zoning ordinances and building codes, flood and disaster Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is in compliance with such Law in all material respects.
(iib) The Company Schedule 3.15(b) discloses a list of and its Subsidiaries have copies of all material governmental licenses, permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents certifications and approvals of, and have made all filings, applications, notices and registrations with, all Governmental Authorities that are required in order to permit each to own or lease its assets and properties and to conduct its businesses as presently conducted; all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect and, no suspension or cancellation of any of them is threatened.
(iii) No investigation Governmental Body possessed by or review by any Governmental Authority with respect granted to the Company or any of its Subsidiaries (“Licenses”) and used or relied upon in the operation of the Company’s and its Subsidiaries’ business or the System. The Company and each of its Subsidiaries has all of the material Licenses which are required to carry on the Company’s and its Subsidiaries’ business as such business is now conducted. (i) No License used in, or necessary for the operation of Company, the Company’s Subsidiaries, the Assets or the System, will be terminated by the Company or its Subsidiaries prior to its stated expiration date or not be renewed in accordance with past practices of the Company, and (ii) no Governmental Body has given written notice to the Company or any of its Subsidiaries that a License used in, or necessary for the operation of Company or its Subsidiaries, the Assets or the System, will be terminated prior to its stated expiration date or not be renewed. Neither the Company nor any of its Subsidiaries is in material violation of any term or condition of any License.
(c) To their Knowledge, the Company and each of its Subsidiaries are in material compliance with all applicable Laws (including privacy Laws) and Licenses. There is no demand or investigation by or before any Governmental Body pending or, to the Knowledge of the Company, threatened, nor has the Company or any Subsidiary received any notification or communication from any Governmental Authority (A) asserting threatened alleging that the Company or any Subsidiary of its Subsidiaries is not in compliance with any applicable Law or License or which challenges or questions the validity of any rights of the Laws which such Governmental Authority enforces or (B) threatening to revoke holder of any license, franchise, permit or governmental authorization (nor, do any grounds for any of License. To the foregoing exist).
(iv) United Central Bank is in compliance in all material respects with the applicable provisions of the Community Reinvestment Act of 1977 and the regulations promulgated thereunder (collectively, “CRA”) and has received a CRA rating of “satisfactory” in its most recently completed exam, and the Company has no Knowledge of the existence of Company, no noncompliance with any fact applicable Law or circumstance or set of facts or circumstances which could reasonably be expected to result in United Central Bank having its current rating loweredLicense exists.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Compliance with Laws; Licenses. (ia) The businesses of the Company and its Subsidiaries are and each Company Subsidiary have been in compliance in all material respects with not been, and are not being, conducted in default or violation of any Laws applicable thereto operating certificates, common carrier obligations, airworthiness directives (“Ads”), Federal Aviation Regulations (“FARs”) or to the employees conducting their businessesany other rules, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders directives or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality policies of the foregoingFAA, the Company has not been advised of any governmental DOT, FCC, DHS or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering LawsGovernmental Authority, including those provisions of federal regulations requiring (i) the filing of reports, except for such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence violations that would not reasonably be expected to result in identifying customersa Company Material Adverse Effect. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is in compliance with such Law in all material respects.
(ii) The Company and its Subsidiaries have all material permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals of, and have made all filings, applications, notices and registrations with, all Governmental Authorities that are required in order to permit each to own or lease its assets and properties and to conduct its businesses as presently conducted; all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect and, no suspension or cancellation of any of them is threatened.
(iii) No investigation or review by any Governmental Authority with respect to the Company or any of its the Company Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has the Company or any Subsidiary received any notification or communication from any Governmental Authority (A) asserting that indicated an intention to conduct the Company or any Subsidiary is not in compliance with any of the Laws which such Governmental Authority enforces or (B) threatening to revoke any licensesame, franchise, permit or governmental authorization (nor, do any grounds except for any of the foregoing exist).
(iv) United Central Bank is in compliance in all material respects with the applicable provisions of the Community Reinvestment Act of 1977 and the regulations promulgated thereunder (collectively, “CRA”) and has received a CRA rating of “satisfactory” in its most recently completed exam, and the Company has no Knowledge of the existence of any fact such investigations or circumstance or set of facts or circumstances which could reviews that would not reasonably be expected to result in United Central Bank having a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has obtained and is in compliance with all Licenses necessary to conduct its current rating loweredbusiness as presently conducted (each, a “Company License”), except for any failures to have or to be in compliance with such Company Licenses which would not reasonably be expected to result in a Company Material Adverse Effect.
(b) Each of the Company and the Company Subsidiaries is, and since January 1, 2005, has been, in compliance with (i) its obligations under each of the material Company Licenses and (ii) any applicable material Laws and the rules and regulations of the Governmental Authority issuing such Company Licenses. There is not pending or, to the Knowledge of the Company, threatened before the FAA, DOT or any other Governmental Authority any material proceeding, notice of violation, order of forfeiture or complaint or investigation against the Company or any of the Company Subsidiaries relating to any of the material Company Licenses. The actions of the applicable Governmental Authorities granting all Company Licenses have not been reversed, stayed, enjoined, annulled or suspended, and there is not pending or, to the Knowledge of the Company, threatened any material application, petition, objection or other pleading with the FAA, DOT or any other Governmental Authority which challenges or questions the validity of or any rights of the holder under any material Company License.
Appears in 1 contract
Compliance with Laws; Licenses. (ia) The Company and its Subsidiaries are and have been in compliance in all material respects with and are not in default or violation of any Laws applicable thereto or to Since the employees conducting their businesses, including the Equal Credit Opportunity ActApplicable Date, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised of any governmental or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is in compliance with such Law in all material respects.
(ii) The Company and its Subsidiaries have complied with all material permitsapplicable federal, licensesstate, franchiseslocal and foreign laws, variancesstatutes, exemptionsordinances, certificates of authoritycommon law, and any applicable rules, regulations, standards, judgments, orders, authorizationswrits, consents and approvals ofinjunctions, decrees, arbitration awards, agency requirements, licenses or permits of any Governmental Entity (collectively, “Laws”) in all material respects, and have made timely filed all filingsmaterial reports, applicationsregistrations, notices and registrations withstatements, together with any amendments required to be made with respect thereto, that they were required to file since the Applicable Date with Governmental Entities, and have paid all Governmental Authorities that are required fees and assessments due and payable in order to permit each to own or lease its assets and properties and to conduct its businesses connection therewith. Except as presently conducted; all such permitsset forth in Section 4.9(a) of the Company Disclosure Letter, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect and, since the Applicable Date there have been no suspension or cancellation of any of them is threatened.
(iii) No investigation investigations or review by any Governmental Authority Entity with respect to the Company or any of its Subsidiaries is pending orand, to the Knowledge of the Company, there are no such investigations or reviews pending or threatened, and nor has have the Company or any Subsidiary of its Subsidiaries received any notification or communication written notice from any Governmental Authority (A) asserting that Entity stating an intention of such Governmental Entity to conduct the same. Each of the Company or any Subsidiary is not in compliance with any of the Laws which such Governmental Authority enforces or (B) threatening to revoke any license, franchise, permit or governmental authorization (nor, do any grounds for any of the foregoing exist).
(iv) United Central Bank and its Subsidiaries has obtained and is in compliance in all material respects with all material permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted. Since the applicable provisions Applicable Date, none of the Community Reinvestment Company or any of its Subsidiaries has received written notice that the Governmental Entity or other Person issuing or authorizing any such License intends to terminate or refuse to renew or reissue such License.
(b) None of the Company or any of its Subsidiaries or, to the Company’s Knowledge, any of their respective directors, officers, employees, representatives, consultants or agents for or on behalf of the Company or its Subsidiaries (i) has taken any action that would cause them or the Company to be in violation of any provision of the Foreign Corrupt Practices Act of 1977 and (the regulations promulgated thereunder (collectively, “CRAFCPA”) or other applicable anti-corruption laws in other countries in which the Company and has received a CRA rating its Subsidiaries conduct business; (ii) used any corporate funds for unlawful contributions, gifts, entertainment or unlawful expenses relating to political activity; (iii) made, offered or authorized any unlawful payment, or other thing of “satisfactory” value, to foreign or domestic government officials or employees; or (iv) made, offered or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment in its most recently completed examviolation of the FCPA or other applicable anticorruption laws. Since the Applicable Date, and neither the Company nor any Subsidiary of the Company has no Knowledge of conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any Governmental Entity with respect to any alleged act or omission arising under or relating to any noncompliance with the existence of any fact FCPA or circumstance or set of facts or circumstances which could reasonably be expected to result other applicable anti-corruption laws in United Central Bank having its current rating loweredother countries.
Appears in 1 contract
Samples: Merger Agreement (Sciquest Inc)
Compliance with Laws; Licenses. (ia) The Company Since December 31, 2015, the businesses of each of DPSG and each of the DPSG Subsidiaries (including the ownership and maintenance of all its Subsidiaries are assets) is and have been in compliance in all material respects with and are not in default or violation of any Laws applicable thereto or to the employees conducting their businesses, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised of any governmental or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is conducted in compliance with such Law in all material respects.
(ii) The Company Laws applicable to DPSG and its Subsidiaries the DPSG Subsidiaries, except for violations that would not have all material permitsa DPSG Material Adverse Effect. No investigation, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals of, and have made all filings, applications, notices and registrations with, all Governmental Authorities that are required in order to permit each to own or lease its assets and properties and to conduct its businesses as presently conducted; all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect and, no suspension or cancellation of any of them is threatened.
(iii) No investigation audit or review by any Governmental Authority Entity with respect to DPSG and the Company DPSG Subsidiaries or any of its Subsidiaries their assets is pending or, to the Knowledge of the CompanyDPSG, threatened, nor has any Governmental Entity notified DPSG in writing of its intention to conduct the Company same, except for such investigations or reviews the outcome of which would not have a DPSG Material Adverse Effect.
(b) DPSG and each DPSG Subsidiary holds all licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of its business, except for such failures that, individually or in the aggregate, have not had and are not reasonably likely to have a DPSG Material Adverse Effect.
(c) Neither DPSG nor any DPSG Subsidiary has received any notification warning letter or communication other written notice from any Governmental Authority Entity, with respect to the manufacture, development, testing, labeling, marketing, promotion, advertising, endorsements or distribution of any product manufactured by, or on behalf of DPSG (A) asserting that the Company a “DPSG Product”), alleging any violation or potential violation by DPSG or any Subsidiary of its Subsidiaries of any applicable Law or Order that is not material to DPSG and its Subsidiaries taken as a whole and that remains outstanding or unresolved as of the date of this Agreement. To the Knowledge of DPSG, each contract manufacturer is in compliance with all applicable Laws as they relate to DPSG Products, including those related to compliance with good manufacturing practices, except for violations that would not have a DPSG Material Adverse Effect. To the Knowledge of DPSG, there is no Legal Proceeding pending against or threatened against DPSG’s contract manufacturers regarding the existence of a deficiency in the manufacture, production, distribution or sale related to any of the Laws which such Governmental Authority enforces or (B) threatening to revoke any license, franchise, permit or governmental authorization (nor, do any grounds for any of the foregoing exist)DPSG Product that would have a DPSG Material Adverse Effect.
(ivd) United Central Bank is Except as would not have a DPSG Material Adverse Effect, DPSG, each DPSG Subsidiary, and all DPSG Food Products, packaging, and food contact substances used in compliance or with all DPSG Food Products have complied in all material respects with the all Laws applicable provisions to foods, packaging, or food contact substances, including those of the Community Reinvestment Act of 1977 FDA and all state Governmental Entities with jurisdiction over DPSG or the DPSG Subsidiaries and the regulations promulgated thereunder (collectivelyDPSG Food Products. For purposes of this Agreement, “CRA”DPSG Food Products” shall mean all food products of all types (whether private label or branded, finished food, work in process, or food ingredients) and has received a CRA rating of “satisfactory” in its most recently completed exammanufactured, and processed or packaged by, or for, DPSG or the Company has no Knowledge of the existence of any fact or circumstance or set of facts or circumstances which could reasonably be expected to result in United Central Bank having its current rating loweredDPSG Subsidiaries.
Appears in 1 contract
Compliance with Laws; Licenses. (i) The Company Ibis, the Business and, with respect to the Business, Isis are not in material violation of any Law. Ibis, the Business, and, with respect to the Business, Isis and Ibis’ and Isis’ Representatives have complied with, and are in material compliance with, all Applicable Laws, including, without limitation, the federal Food, Drug, and Cosmetic Act, as amended and regulations promulgated thereunder, and all U.S. Food and Drug Administration (“FDA”) or its Subsidiaries foreign equivalent regulations governing, among other things, the protection of human subjects and regulations governing clinical investigators. Except such as must be made after the Financing Closing (or, with respect to the Additional Shares, the Subsequent Closing), which will be filed in a timely manner, no governmental orders, permissions, consents, approvals or authorizations are required to be obtained and have no registrations or declarations are required to be filed in connection with the execution and delivery of the Investment Documents, the issuance of the Shares or, if issued on the date hereof, the Additional Shares or, except as contemplated by the Acquisition Agreement, the Transfer of the Remaining Shares.
(ii) Ibis holds all Licenses necessary for the operation or conduct of the Business (including pursuant to Environmental Laws). Schedule 3.1(q)(ii) sets forth a list of all Licenses material to the Business (the “Material Licenses”). Ibis is and has been in compliance with all terms and conditions of such Material Licenses and all Material Licenses may be relied upon by Ibis for the lawful operation of the Business as conducted on and prior to the date hereof and immediately following the Financing Closing. Each Material License is valid, binding and in full force and effect and Ibis and the Business have complied in all material respects with all requirements of and are not in default under any Material License and have not received written or, to Isis’ or Ibis’ Knowledge, oral notice that the Business or Ibis is in violation of any Laws applicable thereto or to the employees conducting their businesses, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised terms or conditions of such Material License. No loss or suspension of any governmental License nor any proceeding or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state investigation which is seeking such a loss or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is in compliance with such Law in all material respects.
(ii) The Company and its Subsidiaries have all material permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals of, and have made all filings, applications, notices and registrations with, all Governmental Authorities that are required in order to permit each to own or lease its assets and properties and to conduct its businesses as presently conducted; all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect and, no suspension or cancellation of any of them is threatened.
(iii) No investigation or review by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to Isis’ or Ibis’ Knowledge, threatened. Neither Ibis nor Isis is operating under any written or oral formal or informal agreement or understanding with any licensing authority, Regulatory Authority or any other Governmental Authority which restricts the Knowledge conduct of the CompanyBusiness or requires Ibis or, threatenedwith respect to the Business, nor has the Company Isis, to take or refrain from taking any Subsidiary received any notification or communication from any Governmental Authority (A) asserting that the Company or any Subsidiary is not in compliance with any of the Laws which such Governmental Authority enforces or (B) threatening to revoke any license, franchise, permit or governmental authorization (nor, do any grounds for any of the foregoing exist)actions.
(iv) United Central Bank is in compliance in all material respects with the applicable provisions of the Community Reinvestment Act of 1977 and the regulations promulgated thereunder (collectively, “CRA”) and has received a CRA rating of “satisfactory” in its most recently completed exam, and the Company has no Knowledge of the existence of any fact or circumstance or set of facts or circumstances which could reasonably be expected to result in United Central Bank having its current rating lowered.
Appears in 1 contract
Samples: Strategic Alliance Master Agreement (Isis Pharmaceuticals Inc)
Compliance with Laws; Licenses. (ia) The Company and its Subsidiaries are and have business of Enlivex has been in compliance in all material respects with and are not in default or violation of any Laws applicable thereto or to the employees conducting their businesses, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised of any governmental or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is conducted in compliance with such Law all Laws in all material respects.
(ii) The Company and its Subsidiaries have all material permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals of, and have made all filings, applications, notices and registrations with, all Governmental Authorities that are required in order to permit each to own or lease its assets and properties and to conduct its businesses as presently conducted; all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect and, no suspension or cancellation of any of them is threatened.
(iii) . No investigation or review by any Governmental Authority Entity with respect to the Company or any of its Subsidiaries Enlivex is pending or, to the Knowledge of the CompanyEnlivex’s Knowledge, threatened, nor has the Company or any Subsidiary received any notification or communication from any Governmental Authority Entity indicated an intention to conduct the same. To the Knowledge of Enlivex, no condition or state of facts exists that is reasonably likely to give rise to a violation of, or a liability or default under any applicable Law. Except as set forth in Section 4.13(a) of the Enlivex Disclosure Letter, Enlivex has all Licenses necessary to conduct its business as presently conducted.
(Ab) asserting that Enlivex is in material compliance with (i) its obligations under each of the Company or any Subsidiary Enlivex Licenses and (ii) the rules and regulations of the Governmental Entity issuing such Enlivex Licenses. There is not in compliance with pending or, to Enlivex’s Knowledge, threatened by or before any Governmental Entity any material proceeding, notice of violation, order of forfeiture or complaint or investigation against Enlivex relating to any of the Laws which such Governmental Authority enforces Enlivex Licenses. To the Knowledge of Enlivex, no event has occurred which, with notice or (B) threatening to revoke the lapse of time or both, would constitute a default or violation, in any licensematerial respect, franchiseof any term, permit condition or governmental authorization (nor, do provision of any grounds for any of the foregoing exist).
(iv) United Central Bank is in compliance in all material respects with the applicable provisions of the Community Reinvestment Act of 1977 and the regulations promulgated thereunder (collectively, “CRA”) and has received a CRA rating of “satisfactory” in its most recently completed examEnlivex License, and to the Company has no Knowledge of the existence of any fact or circumstance or set of Enlivex, there are no facts or circumstances which could reasonably be expected form the basis for any such default or violation. The actions of the applicable Governmental Entities granting all Enlivex Licenses have not been reversed, stayed, enjoined, annulled or suspended, and there is not pending or, to result in United Central Bank having its current rating loweredEnlivex’s Knowledge, threatened, any material application, petition, objection or other pleading with any Governmental Entity that challenges or questions the validity of or any rights of the holder under any Enlivex License.
Appears in 1 contract
Compliance with Laws; Licenses. (ia) The Company businesses of each of M-CO and its the M-CO Subsidiaries are and have been in compliance in all material respects with and are not in default or violation of any Laws applicable thereto or to the employees conducting their businesses, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised of any governmental or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is conducted in compliance with such Law in all material respects.
(ii) The Company and its Subsidiaries have all material permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals of, and have made all filings, applications, notices and registrations with, all Governmental Authorities that are required in order to permit each to own or lease its assets and properties and to conduct its businesses as presently conducted; all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect and, no suspension or cancellation of any of them is threatened.
(iii) Laws. No investigation or review by any Governmental Authority Entity with respect to the Company M-CO or any of its the M-CO Subsidiaries is pending or, to the Knowledge of the CompanyM-CO’s knowledge, threatened, nor has the Company or any Subsidiary received any notification or communication from any Governmental Authority Entity indicated an intention to conduct the same. To the knowledge of M-CO and the M-CO Subsidiaries, no condition or state of facts exits that is reasonably likely to give rise to a violation of, or a liability or default under any applicable Law. Each of M-CO and the M-CO Subsidiaries has all Licenses necessary to conduct its business as presently conducted.
(Ab) asserting that Each of M-CO and each of the Company or any Subsidiary is not M-CO Subsidiaries are in compliance with (i) their respective obligations under each of the M-CO Licenses and (ii) the rules and regulations of the Governmental Entity issuing such M-CO Licenses. There is not pending or, to M-CO’s knowledge, threatened by or before any Governmental Entity any material proceeding, notice of violation, order of forfeiture or complaint or investigation against M-CO or any of the Laws which such Governmental Authority enforces or (B) threatening M-CO Subsidiaries relating to revoke any license, franchise, permit or governmental authorization (nor, do any grounds for any of the foregoing exist).
(iv) United Central Bank is M-CO Licenses. To the knowledge of M-CO and M-CO Subsidiaries, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation, in compliance in all any material respects with the applicable provisions respect, of the Community Reinvestment Act any term, condition or provision of 1977 and the regulations promulgated thereunder (collectively, “CRA”) and has received a CRA rating of “satisfactory” in its most recently completed examany M-CO License, and to the Company has knowledge of M-CO and M-CO Subsidiaries, there are no Knowledge of the existence of any fact or circumstance or set of facts or circumstances which could reasonably be expected form the basis for any such default or violation. The actions of the applicable Governmental Entities granting all M-CO Licenses have not been reversed, stayed, enjoined, annulled or suspended, and there is not pending or, to result in United Central Bank having its current rating loweredM-CO’s knowledge, threatened, any material application, petition, objection or other pleading with any Governmental Entity that challenges or questions the validity of or any rights of the holder under any M-CO License.
Appears in 1 contract
Samples: Merger Agreement (Macrocure Ltd.)
Compliance with Laws; Licenses. (ia) The Company Except for Sections 5.11(b)-(c) of the Seller Disclosure Schedule, the Transferred C Businesses have been at all times, and its Subsidiaries are is being, operated by Sellers in compliance in all respects with all applicable Laws, including Environmental Laws and Labor Laws. Section 5.11(a) of the Seller Disclosure Schedule sets forth a list of all material Permits required in connection with the operation of the Transferred C Businesses and ownership of the Purchased C Assets under such applicable Laws. Sellers possess all such Permits required for the conduct of the Transferred C Businesses and have at all times been in compliance in all material respects with and are not in default or violation of any Laws applicable thereto or to the employees conducting their businesses, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statuteswith, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised of any governmental or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is in compliance with such Law in all material respectsPermits.
(iib) The Company and its Subsidiaries have all material permits, licenses, franchises, variances, exemptions, certificates All of authority, orders, authorizations, consents and approvals of, and have made all filings, applications, notices and registrations with, all Governmental Authorities that the Transferred C Employees who are required to be licensed or registered for the activities conducted by them are and at all times have been duly licensed or registered in order each state or jurisdiction in which and with each Governmental Entity with whom such licensing or regulation is so required (such officers and employees are collectively, the "Seller Registered Representatives"). Except as set forth in Section 5.11(b) of the Seller Disclosure Schedule, to permit each the knowledge of the Company, none of the Seller Registered Representatives is or has been subject to own any Legal Proceeding or lease its assets and properties and to conduct its businesses as presently conducted; all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect and, no suspension complaint by a regulator or cancellation of any of them is threatened.
(iii) No investigation customer or review by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge Affiliates.
(c) Except as set forth in Section 5.11(c) of the CompanySeller Disclosure Schedule, threatened, nor has the Company and none of its Affiliates or any Subsidiary their respective officers and employees has received any notification or communication from any Governmental Authority Entity relating to, involving or applying to the Transferred C Businesses or the Purchased C Assets (Ai) asserting that the Company or any Subsidiary of them is not in compliance with any of the Laws statutes, rules, regulations, or ordinances which such Governmental Authority enforces Entity enforces, or has otherwise engaged in any unlawful business practice, (Bii) threatening to revoke any license, franchise, permit permit, seat on any stock or governmental authorization commodities exchange or Permit, (nor, do iii) requiring any grounds for of them (including any of the foregoing existCompany's directors or controlling Persons) to enter into a cease and desist order, agreement, or memorandum of understanding (or requiring the board of directors of the Company to adopt any resolution or policy).
, or (iv) United Central Bank is in compliance in all material respects with restricting or disqualifying the applicable provisions activities of the Community Reinvestment Act of 1977 and the regulations promulgated thereunder Company (collectivelyexcept for restrictions generally imposed by rule, “CRA”) and has received a CRA rating of “satisfactory” in its most recently completed examregulation or administrative policy on brokers or dealers generally), and to the Company has no Knowledge knowledge of the existence of any fact or circumstance or set of facts or circumstances which could reasonably be expected to result in United Central Bank having its current rating loweredCompany, no such actions have been threatened.
Appears in 1 contract
Samples: Asset Purchase Agreement (Oppenheimer Holdings Inc)
Compliance with Laws; Licenses. (ia) The Company and its Subsidiaries are and have business of NDX has been in compliance in all material respects with and are not in default or violation of any Laws applicable thereto or to the employees conducting their businesses, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised of any governmental or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is conducted in compliance with such Law all Laws in all material respects.
(ii) The Company and its Subsidiaries have all material permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals of, and have made all filings, applications, notices and registrations with, all Governmental Authorities that are required in order to permit each to own or lease its assets and properties and to conduct its businesses as presently conducted; all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect and, no suspension or cancellation of any of them is threatened.
(iii) . No investigation or review by any Governmental Authority Entity with respect to the Company or any of its Subsidiaries NDX is pending or, to the Knowledge of the CompanyNDX’s Knowledge, threatened, nor has the Company or any Subsidiary received any notification or communication from any Governmental Authority Entity indicated an intention to conduct the same. To the Knowledge of NDX, no condition or state of facts exists that is reasonably likely to give rise to a violation of, or a liability or default under any applicable Law. Except as set forth in Section 4.13(a) of the NDX Disclosure Letter, NDX has all Licenses necessary to conduct its business as presently conducted.
(Ab) asserting that NDX is in material compliance with (i) their respective obligations under each of the Company or any Subsidiary NDX Licenses and (ii) the rules and regulations of the Governmental Entity issuing such NDX Licenses. There is not in compliance with pending or, to NDX’s Knowledge, threatened by or before any Governmental Entity any material proceeding, notice of violation, order of forfeiture or complaint or investigation against NDX relating to any of the Laws NDX Licenses. To the Knowledge of NDX, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation, in any material respect, of any term, condition or provision of any NDX License, and to the Knowledge of NDX, there are no facts or circumstances which such Governmental Authority enforces or (B) threatening to revoke any license, franchise, permit or governmental authorization (nor, do any grounds could form the basis for any such default or violation. The actions of the foregoing exist)applicable Governmental Entities granting all NDX Licenses have not been reversed, stayed, enjoined, annulled or suspended, and there is not pending or, to NDX’s Knowledge, threatened, any material application, petition, objection or other pleading with any Governmental Entity that challenges or questions the validity of or any rights of the holder under any NDX License.
(ivc) United Central Bank is in compliance In soliciting the Subscription Agreements, NDX has complied in all material respects with the all applicable provisions securities Laws. Each of the Community Reinvestment Act counterparties to CGI of 1977 and the regulations promulgated thereunder (collectivelyall such Subscription Agreements are officers or directors of NDX, “CRA”) and has received a CRA rating of “satisfactory” in its most recently completed examor are otherwise current investors in, and the Company has no Knowledge of the existence of any fact or circumstance or set of facts or circumstances which could reasonably be expected to result in United Central Bank having its current rating loweredAffiliates of, NDX.
Appears in 1 contract
Compliance with Laws; Licenses. Except as set forth on the attached Compliance Schedule:
(i) The Company and its Subsidiaries have complied in all material respects and are and have been in compliance in all material respects with applicable Laws of all Governmental Entities relating to the operation of their businesses and are not in default the maintenance and operation of their properties and assets. No written notices have been received by and no material claims have been filed or threatened against the Company or any of its Subsidiaries alleging a violation of any Laws applicable thereto such Laws. Neither the Company nor any of its Subsidiaries has at any time made any bribes, kickback payments, unlawful compensation payments or other similar payments of cash or other consideration (but excluding any advancement of commissions or signing bonuses payable to gaming establishments as inducements to enter into or extend the employees conducting their businessesterms of contracts in the ordinary course of business, provided that no such payments are unlawful), including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act payments to any business relations for purposes of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory doing business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised of any governmental or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is in compliance with such Law in all material respectsPersons.
(ii) The Company and its Subsidiaries have hold and are in compliance in all material permits, licenses, franchises, variances, exemptions, certificates respects with all Licenses of authority, orders, authorizations, consents and approvals of, and have made all filings, applications, notices and registrations with, all or from Governmental Authorities that are Entities required in order to permit each to own or lease its assets and properties and to for the conduct its of their businesses as presently conducted; conducted and the ownership of their properties, and the attached Licenses Schedule sets forth a list of all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents Licenses which are material to the Company’s and approvals are in full force and effect and, no suspension or cancellation of its Subsidiaries’ business. Neither the Company nor any of them its Subsidiaries is threatenedrequired to obtain any “gaming” license from any Governmental Entity. No written notices have been received by the Company or any of its Subsidiaries alleging the failure to hold any licenses which are material to the Company’s and its Subsidiaries’ business. All of such Licenses will be available for use by the Company and its Subsidiaries immediately after the Closing.
(iii) No investigation License, qualification, finding of suitability, registration or review by filing with any Governmental Authority Entity is required to be obtained prior to the Closing by the Purchaser in connection with the execution and delivery of this Agreement by the Company and the Seller, the performance of their obligations hereunder or the consummation of the transactions contemplated herein, except as set forth on the attached Licenses Schedule.
(iv) With respect to the Company’s and its Subsidiaries’ sponsorship in the MasterCard International and Visa U.S.A. card associations: (a) neither the Company nor any of its Subsidiaries’ participation therein has been revoked, suspended, terminated or canceled, (b) neither the Company nor any of its Subsidiaries has been fined thereunder, (c) no fine or other penalty has been levied against the Company or any of its Subsidiaries thereunder and (d) to the best of the Company’s knowledge, there is no basis that the Company or any of its Subsidiaries is pending or, exposed to the Knowledge of the Company, threatened, nor has the Company any material liability or disadvantage relating to their participation therein or any Subsidiary received any notification or communication from any Governmental Authority (A) asserting that basis for the Company or any Subsidiary is not in compliance with any termination of the Laws which such Governmental Authority enforces or (B) threatening to revoke any license, franchise, permit or governmental authorization (nor, do any grounds for any of the foregoing exist)their participation therein.
(iv) United Central Bank is in compliance in all material respects with the applicable provisions of the Community Reinvestment Act of 1977 and the regulations promulgated thereunder (collectively, “CRA”) and has received a CRA rating of “satisfactory” in its most recently completed exam, and the Company has no Knowledge of the existence of any fact or circumstance or set of facts or circumstances which could reasonably be expected to result in United Central Bank having its current rating lowered.
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Samples: Securities Purchase and Exchange Agreement (Central Credit, LLC)
Compliance with Laws; Licenses. The business of the Company and each Subsidiary has been and is being conducted in compliance with all applicable laws, rules, ordinances, regulations, Licenses (i) as defined below), judgments, orders or decrees of any court or governmental or regulatory authority relating to the Company or any Subsidiary except where the failure to comply would not have a Material Adverse Effect, and neither the Company nor any Subsidiary is in violation of any such laws, statutes, rules, regulations, judgments, orders or decrees, except where such violation would not have a Material Adverse Effect. The Company and its Subsidiaries are and have been in compliance in each Subsidiary hold all material respects with and are not in default or violation of any Laws applicable thereto or to the employees conducting their businesses, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised of any governmental or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is in compliance with such Law in all material respects.
(ii) The Company and its Subsidiaries have all material permits, licenses, franchisescertificates, variances, exemptions, certificates of authority, orders, authorizations, consents orders and approvals offrom any governmental or regulatory authorities (collectively, "Licenses") which are necessary to own, lease and have made all filings, applications, notices and registrations with, all Governmental Authorities that are required in order to permit each to own or lease its operate the assets and properties they currently own, lease and operate and to conduct its their respective businesses as presently and operations in the manner heretofore conducted; . Schedule 3.8 sets forth all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents Licenses held by the Company and approvals are in full force and effect and, no suspension or cancellation of any of them is threatened.
(iii) each Subsidiary. No investigation or review by any Governmental Authority event has occurred with respect to any such License which would permit the Company revocation, termination or suspension thereof or would result in any impairment of its Subsidiaries is pending orthe rights of the holder thereof. No written notice has been received and, to the Knowledge best knowledge of the Company, threatened, nor has no investigation or review is pending or threatened by any governmental or regulatory agency with regard to (i) any alleged violation by the Company or any Subsidiary received of any notification law, rule, regulation, ordinance, License, judgment, order or communication from decree or (ii) any Governmental Authority (A) asserting that alleged failure by the Company or any Subsidiary is not in compliance with to have any License. For the purposes of this Agreement the "knowledge of the Laws which such Governmental Authority enforces or (B) threatening to revoke any licenseCompany" means the actual knowledge of Bob Xxxxxx, franchise, permit or governmental authorization (nor, do any grounds for any of the foregoing exist)Xxenxx Xxxxxx xx Geraxx Xxxxxxx.
(iv) United Central Bank is in compliance in all material respects with the applicable provisions of the Community Reinvestment Act of 1977 and the regulations promulgated thereunder (collectively, “CRA”) and has received a CRA rating of “satisfactory” in its most recently completed exam, and the Company has no Knowledge of the existence of any fact or circumstance or set of facts or circumstances which could reasonably be expected to result in United Central Bank having its current rating lowered.
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Compliance with Laws; Licenses. (ia) Except as set forth in Section 4.12 of the Disclosure Schedule, the Company and its Subsidiaries are, and have been, in compliance with all Laws applicable to the Company and its Subsidiaries as they relate to the ownership or operation of their respective businesses, except where the failure to be in compliance would not reasonably be expected to result in a Material Adverse Effect. The Company and its Subsidiaries own or possess all Licenses that are necessary to enable them to carry on their operations as presently conducted. The execution and have been delivery of this Agreement and the consummation of the transactions contemplated hereby shall not adversely affect any such License, or require consent from, or notice to, any Governmental Entity with respect to such License, except as would not be materially adverse to the Company and its Subsidiaries, taken as a whole.
(b) Neither the Company nor any of its Subsidiaries is in compliance in all material respects with and are not in default or violation of any Laws applicable thereto Law (including the U.S. Office of Foreign Asset Control list, Executive Order No. 13224) that prohibits or limits the conduct of business with or the receiving of funds, goods or services to or for the employees benefit of certain Persons specified therein or that prohibits or limits conducting their businessesbusiness with the Company or its Subsidiaries, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other any applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised of any governmental or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customersLaw. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is in compliance with such Law in all material respects.
(ii) The Company and its Subsidiaries have all material permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals of, and have made all filings, applications, notices and registrations with, all Governmental Authorities that are required in order to permit each to own or lease its assets and properties and to conduct its businesses as presently conducted; all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect and, no suspension or cancellation of any of them is threatened.
(iii) No investigation or review by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatenedits and its Subsidiaries’ respective directors, nor has the Company or any Subsidiary received any notification or communication from any Governmental Authority (A) asserting that the Company or any Subsidiary is not officers, employees, agents, affiliates and representatives, are in compliance with any of the applicable Anti-Corruption Laws which such Governmental Authority enforces or (B) threatening to revoke any license, franchise, permit or governmental authorization (nor, do any grounds for any of the foregoing exist).
(iv) United Central Bank is in compliance and applicable Sanctions in all material respects with the applicable provisions of the Community Reinvestment Act of 1977 and the regulations promulgated thereunder (collectively, “CRA”) and has received a CRA rating of “satisfactory” are not knowingly engaged in its most recently completed exam, and the Company has no Knowledge of the existence of any fact or circumstance or set of facts or circumstances which could activity that would reasonably be expected to result in United Central Bank having the Company or its current rating loweredSubsidiaries being designated as a Sanctioned Person. Neither the Company, its Subsidiaries, nor, to the Knowledge of the Company, any of its or its Subsidiaries’ respective directors, officers, employees or agents that will act in any capacity in connection with or benefit from the transactions contemplated hereby, is a Sanctioned Person. None of the Company nor any of its Subsidiaries is located, organized or resident in any Sanctioned Country. No transaction contemplated by this Agreement or the DMS Purchase Agreement will violate any applicable Anti-Corruption Law or applicable Sanctions.
Appears in 1 contract
Samples: Merger Agreement (Nordson Corp)
Compliance with Laws; Licenses. (i) The Company businesses of such Party and its Subsidiaries are and have not been in compliance in all material respects with during the past three years, and are not being, conducted in default or violation of any Laws applicable thereto law, statute, ordinance, common law, rule, regulation, standard, judgment, determination, order, writ, injunction, decree, arbitration award, treaty, agency requirement, authorization, directive, license or to the employees conducting their businessespermit enacted, including the Equal Credit Opportunity Actissued, the Fair Housing Actpromulgated, the Community Reinvestment Actenforced or entered by any Governmental Entity (collectively, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering “Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised of any governmental or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance”), and, is in compliance with such Law in all material respects.
(ii) The Company and its Subsidiaries have all material permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals of, and have made all filings, applications, notices and registrations with, all Governmental Authorities that are required in order Except with respect to permit each to own or lease its assets and properties and to conduct its businesses as presently conducted; all such permits, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect andregulatory matters covered by Section 6.6, no suspension or cancellation of any of them is threatened.
(iii) No investigation or review by any Governmental Authority Entity with respect to the Company such Party or any of its Subsidiaries is pending or, to the Knowledge of such Party, threatened in writing. Such Party has not received any notice or communication of any material noncompliance with any such Laws that has not been cured or in the Companyprocess of being cured as of the date of this Agreement.
(iii) Such Party and its Subsidiaries are in possession of all franchises, threatenedgrants, nor has authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, tariffs, permissions, qualifications and registrations and orders of all Governmental Entities necessary for such Party and its Subsidiaries to own, lease and operate their properties and assets and to carry on their respective businesses as presently conducted (in the case of the Company or any Subsidiary received any notification or communication from any Governmental Authority (A) asserting that and its Subsidiaries, the “Company or any Subsidiary Permits” and in the case of Parent and its Subsidiaries, the “Parent Permits”). All Company Permits and all Parent Permits, as applicable, of such Party and its Subsidiaries, are valid and in full force and effect. Such Party and each of its Subsidiaries is not in compliance with any the terms and requirements of such Company Permits (in the case of the Laws which Company) and such Governmental Authority enforces Parent Permits (in the case of Parent). No Company Permits or (B) threatening Parent Permits shall cease to revoke any license, franchise, permit or governmental authorization (nor, do any grounds for any be effective as a result of the foregoing exist).
(iv) United Central Bank is in compliance in all material respects with the applicable provisions consummation of the Community Reinvestment Act of 1977 and Merger or the regulations promulgated thereunder (collectively, “CRA”) and has received a CRA rating of “satisfactory” in its most recently completed exam, and the Company has no Knowledge of the existence of any fact or circumstance or set of facts or circumstances which could reasonably be expected to result in United Central Bank having its current rating loweredother transactions contemplated by this Agreement.
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Compliance with Laws; Licenses. (ia) The Company Since December 31, 2015, the businesses of each of Maple Parent and the Maple Parent Subsidiaries (including the ownership and maintenance of all its Subsidiaries are assets) is and have been in compliance in all material respects with and are not in default or violation of any Laws applicable thereto or to the employees conducting their businesses, including the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Bank Secrecy Act, the USA PATRIOT Act of 2001 or the regulations implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory business practices and all agency requirements relating to the origination, sale and servicing of mortgage loans and all regulations, orders or guidance with respect to economic or trade sanctions issued by OFAC. Without limiting the generality of the foregoing, the Company has not been advised of any governmental or regulatory concerns regarding their compliance with the Anti-Bribery and Anti-Corruption Laws, anti-money laundering Laws, including the Bank Secrecy Act, any Order issued with respect to anti-money laundering by OFAC and any other state or federal anti-money-laundering Laws, including those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of diligence in identifying customers. The Company has adopted such procedures, policies and internal controls as are necessary or appropriate to comply with the Bank Secrecy Act, the USA PATRIOT Act of 2001, and any other applicable anti-money laundering Laws (including any economic or trade sanction or guidance), and, is conducted in compliance with such Law in all material respects.
(ii) The Company and its Subsidiaries have all material permitsfederal, licensesstate, franchiseslocal or foreign laws, variancesstatutes, exemptionsordinances, certificates of authorityrules, regulations, judgments, orders, authorizationsInjunctions, consents arbitration awards, agency requirements, licenses and approvals of, and have made all filings, applications, notices and registrations with, permits of all Governmental Authorities Entities (each, a “Law” and collectively, “Laws”) applicable to Maple Parent and the Maple Parent Subsidiaries, except for violations that are required in order to permit each to own or lease its assets and properties and to conduct its businesses as presently conducted; all such permitswould not have a Maple Parent Material Adverse Effect. No investigation, licenses, franchises, variances, exemptions, certificates of authority, orders, authorizations, consents and approvals are in full force and effect and, no suspension or cancellation of any of them is threatened.
(iii) No investigation audit or review by any Governmental Authority Entity with respect to Maple Parent and the Company Maple Parent Subsidiaries or any of its Subsidiaries their assets is pending or, to the Knowledge of the CompanyMaple Parent, threatened, nor has any Governmental Entity notified Maple Parent in writing of its intention to conduct the Company same, except for such investigations or reviews the outcome of which would not have a Maple Parent Material Adverse Effect.
(b) Maple Parent and each Maple Parent Subsidiary holds all licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of its business, except for such failures that, individually or in the aggregate, have not had and are not reasonably likely to have a Maple Parent Material Adverse Effect.
(c) Neither Maple Parent nor any Maple Parent Subsidiary has received any notification warning letter or communication other written notice from any Governmental Authority Entity, with respect to the manufacture, development, testing, labeling, marketing, promotion, advertising, endorsements or distribution of any product manufactured by, or on behalf of Maple Parent (A) asserting that the Company a “Maple Parent Product”), alleging any violation or potential violation by Maple Parent or any Subsidiary of its Subsidiaries of any applicable Law or Order that is not material to Maple Parent and its Subsidiaries taken as a whole and that remains outstanding or unresolved as of the date of this Agreement. To the Knowledge of Maple Parent, each contract manufacturer is in compliance with all applicable Laws as they relate to Maple Parent Products, including those related to compliance with good manufacturing practices, except for violations that would not have a Maple Parent Material Adverse Effect. To the Knowledge of Maple Parent, there is no Legal Proceeding pending against or threatened against Maple Parent’s contract manufacturers regarding the existence of a deficiency in the manufacture, production, distribution or sale related to any of the Laws which such Governmental Authority enforces or (B) threatening to revoke any license, franchise, permit or governmental authorization (nor, do any grounds for any of the foregoing exist)Maple Parent Product that would have a Maple Parent Material Adverse Effect.
(ivd) United Central Bank is Except as would not have a Maple Parent Material Adverse Effect, Maple Parent, each Maple Parent Subsidiary, and all Maple Parent Food Products, packaging, and food contact substances used in compliance or with all Maple Parent Food Products have complied in all material respects with the all Laws applicable provisions to foods, packaging, or food contact substances, including those of the Community Reinvestment Act of 1977 U.S. Food and the regulations promulgated thereunder Drug Administration (collectively, “CRAFDA”) and has received a CRA rating of “satisfactory” in its most recently completed exam, all state Governmental Entities with jurisdiction over Maple Parent or the Maple Parent Subsidiaries and the Company has no Knowledge Maple Parent Food Products. For purposes of this Agreement, “Maple Parent Food Products” shall mean all food products of all types (whether private label or branded, finished food, work in process, or food ingredients) manufactured, processed or packaged by, or for, Maple Parent or the existence of any fact or circumstance or set of facts or circumstances which could reasonably be expected to result in United Central Bank having its current rating loweredMaple Parent Subsidiaries.
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