Common use of Compliance with Laws, Permits and Instruments Clause in Contracts

Compliance with Laws, Permits and Instruments. (a) Except as set forth on Confidential Schedule 3.04(a), HBI and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and have complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the certificate of formation of HBI or any of its Subsidiaries, the bylaws or other governing documents of HBI or any of its Subsidiaries, as applicable (collectively, the “HBI Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to HBI, the Bank or their respective assets, operations, properties or businesses, or (iii) any Law or Order of any Governmental Entity applicable to HBI or any of its Subsidiaries or their respective assets, operations, properties or businesses. (b) Except as set forth on Confidential Schedule 3.04(b), the execution, delivery and performance (provided the required regulatory and shareholder approvals are obtained) of this Agreement and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the HBI Constituent Documents, (ii) any material mortgage, indenture, lease, contract, agreement or other instrument applicable to HBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any Law or Order of any Governmental Entity applicable to HBI or any of its Subsidiaries or their respective assets, operations, properties or businesses.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Third Coast Bancshares, Inc.), Agreement and Plan of Reorganization (Third Coast Bancshares, Inc.)

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Compliance with Laws, Permits and Instruments. (a) Except as set forth on Confidential Schedule 3.04(a4.04(a), HBI TCB and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and have complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the certificate of formation of HBI TCB or any of its Subsidiaries, the bylaws or other governing documents of HBI TCB or any of its Subsidiaries, as applicable (collectively, the “HBI TCB Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to HBITCB, the Third Coast Bank or their respective assets, operations, properties or businesses, or (iii) any Law or Order of any Governmental Entity applicable to HBI TCB or any of its Subsidiaries or their respective assets, operations, properties or businesses. (b) Except as set forth on Confidential Schedule 3.04(b4.04(b), the execution, delivery and performance (provided the required regulatory and shareholder approvals are obtained) of this Agreement and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the HBI TCB Constituent Documents, (ii) any material mortgage, indenture, lease, contract, agreement or other instrument applicable to HBI TCB or any of its Subsidiaries or their respective assets, operations, properties or businesses, businesses or (iii) any Law or Order of any Governmental Entity applicable to HBI TCB or any of its Subsidiaries or their respective assets, operations, properties or businesses.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Third Coast Bancshares, Inc.), Agreement and Plan of Reorganization (Third Coast Bancshares, Inc.)

Compliance with Laws, Permits and Instruments. (a) Except as set forth on Confidential Schedule 3.04(a), HBI KBC and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and have complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the certificate articles of formation incorporation of HBI KBC or any of its Subsidiaries, the bylaws or other governing documents of HBI KBC or any of its Subsidiaries, as applicable Subsidiaries (collectively, the “HBI KBC Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to HBIKBC, the Bank its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any material Law or Order of any Governmental Entity applicable to HBI KBC or any of its Subsidiaries or their respective assets, operations, properties or businesses. (b) Except as set forth on Confidential Schedule 3.04(b), the execution, delivery and performance of this Agreement (provided the required regulatory and shareholder approvals are obtained) of this Agreement and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the HBI KBC Constituent Documents, (ii) any material mortgage, indenture, lease, contract, agreement or other instrument applicable to HBI KBC or any of its Subsidiaries or their respective assets, operations, properties or businesses, businesses or (iii) any material Law or Order of any Governmental Entity applicable to HBI KBC or any of its Subsidiaries or their respective assets, operations, properties or businesses.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Equity Bancshares Inc)

Compliance with Laws, Permits and Instruments. (a) Except as set forth on Confidential Schedule 3.04(a), HBI CBI and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and have complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the certificate of formation of HBI CBI or any of its Subsidiaries, the bylaws or other governing documents of HBI CBI or any of its Subsidiaries, as applicable (collectively, the “HBI CBI Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to HBICBI, the Bank or their respective assets, operations, properties or businesses, or (iii) any Law or Order of any Governmental Entity applicable to HBI CBI or any of its Subsidiaries or their respective assets, operations, properties or businesses. (b) Except as set forth on Confidential Schedule 3.04(b), the execution, delivery and performance (provided the required regulatory and shareholder approvals are obtained) of this Agreement and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the HBI CBI Constituent Documents, (ii) any material mortgage, indenture, lease, contract, agreement or other instrument applicable to HBI CBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, businesses or (iii) any Law or Order of any Governmental Entity applicable to HBI CBI or any of its Subsidiaries or their respective assets, operations, properties or businesses.

Appears in 1 contract

Samples: Merger Agreement (First Financial Bankshares Inc)

Compliance with Laws, Permits and Instruments. (a) Except as set forth on Confidential Schedule 3.04(a), HBI Community and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and have complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the certificate articles of formation incorporation of HBI Community or any of its Subsidiaries, the bylaws or other governing documents of HBI Community or any of its Subsidiaries, as applicable Subsidiaries (collectively, the “HBI Community Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to HBICommunity, the Bank its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any material Law or Order of any Governmental Entity applicable to HBI Community or any of its Subsidiaries or their respective assets, operations, properties or businesses. (b) Except as set forth on Confidential Schedule 3.04(b), the execution, delivery and performance of this Agreement (provided the required regulatory and shareholder stockholder approvals are obtained) of this Agreement and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the HBI Community Constituent Documents, (ii) any material mortgage, indenture, lease, contract, agreement or other instrument applicable to HBI Community or any of its Subsidiaries or their respective assets, operations, properties or businesses, businesses or (iii) any material Law or Order of any Governmental Entity applicable to HBI Community or any of its Subsidiaries or their respective assets, operations, properties or businesses.

Appears in 1 contract

Samples: Merger Agreement (Equity Bancshares Inc)

Compliance with Laws, Permits and Instruments. (a) Except as set forth on Confidential Schedule 3.04(a), HBI KBI and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and have complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the certificate articles of formation incorporation of HBI KBI or any of its Subsidiaries, the bylaws or other governing documents of HBI KBI or any of its Subsidiaries, as applicable Subsidiaries (collectively, the “HBI KBI Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to HBIKBI, the Bank its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any Law or Order of any Governmental Entity applicable to HBI KBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, except in the case of clauses (ii) and (iii) where any such noncompliance, default or violation, in the aggregate, would not have a Material Adverse Change on KBI or any Subsidiary of KBI. (b) Except as set forth on Confidential Schedule 3.04(b), the execution, delivery and performance of this Agreement (provided the required regulatory and shareholder approvals are obtained) of this Agreement and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the HBI KBI Constituent Documents, (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to HBI KBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any Law or Order of any Governmental Entity applicable to HBI or any of its Subsidiaries or their respective assets, operations, properties or businesses.or

Appears in 1 contract

Samples: Merger Agreement (Equity Bancshares Inc)

Compliance with Laws, Permits and Instruments. (a) Except as set forth on Confidential Schedule 3.04(a), HBI TBT and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it to as of the date hereof, and have complied in all material respects with, and is in compliance in all material respects with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the certificate of formation of HBI TBT or any of its Subsidiaries, the bylaws or other governing documents of HBI TBT or any of its Subsidiaries, as applicable (collectively, the “HBI TBT Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to HBITBT, the Bank or their respective assets, operations, properties or businesses, or (iii) any Law or Order of any Governmental Entity applicable to HBI TBT or any of its Subsidiaries or their respective assets, operations, properties or businesses. (b) Except as set forth on Confidential Schedule 3.04(b), the execution, delivery and performance (provided the required regulatory and shareholder approvals are obtained) of this Agreement and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the HBI TBT Constituent Documents, (ii) any material mortgage, indenture, lease, contract, agreement or other instrument applicable to HBI TBT or any of its Subsidiaries or their respective assets, operations, properties or businesses, businesses or (iii) any Law or Order of any Governmental Entity applicable to HBI TBT or any of its Subsidiaries or their respective assets, operations, properties or businesses.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (First Financial Bankshares Inc)

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Compliance with Laws, Permits and Instruments. (a) Except as set forth on Confidential Schedule 3.04(a), HBI RBI and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and have complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the certificate articles of formation incorporation of HBI RBI or any of its Subsidiaries, the bylaws or other governing documents of HBI RBI or any of its Subsidiaries, as applicable Subsidiaries (collectively, the “HBI RBI Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to HBIRBI, the Bank its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any Law or Order of any Governmental Entity applicable to HBI RBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, except in the case of clauses (ii) and (iii), where any such noncompliance, default or violation, in the aggregate, would not have a Material Adverse Change on RBI or any Subsidiary of RBI. (b) Except as set forth on Confidential Schedule 3.04(b), the The execution, delivery and performance of this Agreement (provided the required regulatory and shareholder approvals are subsequently obtained) of this Agreement and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the HBI RBI Constituent Documents, (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to HBI RBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any material Order or Law or Order of any Governmental Entity applicable to HBI RBI or any of its Subsidiaries or their respective assets, operations, properties or businesses.

Appears in 1 contract

Samples: Merger Agreement (Equity Bancshares Inc)

Compliance with Laws, Permits and Instruments. (a) Except as set forth on Confidential Schedule 3.04(a), HBI Xxxxxxx and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and have complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the certificate articles of formation incorporation of HBI Xxxxxxx or any of its Subsidiaries, the bylaws or other governing documents of HBI Xxxxxxx or any of its Subsidiaries, as applicable Subsidiaries (collectively, the “HBI Xxxxxxx Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to HBIXxxxxxx, the Bank its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any material Law or Order of any Governmental Entity applicable to HBI Xxxxxxx or any of its Subsidiaries or their respective assets, operations, properties or businesses. (b) Except as set forth on Confidential Schedule 3.04(b), the execution, delivery and performance of this Agreement (provided the required regulatory and shareholder approvals are obtained) of this Agreement and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the HBI Xxxxxxx Constituent Documents, (ii) any material mortgage, indenture, lease, contract, agreement or other instrument applicable to HBI Xxxxxxx or any of its Subsidiaries or their respective assets, operations, properties or businesses, businesses or (iii) any material Law or Order of any Governmental Entity applicable to HBI Xxxxxxx or any of its Subsidiaries or their respective assets, operations, properties or businesses.

Appears in 1 contract

Samples: Merger Agreement (Equity Bancshares Inc)

Compliance with Laws, Permits and Instruments. (a) Except as set forth on Confidential Schedule 3.04(a), HBI Cache and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and have complied with, and is in compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the certificate of formation incorporation of HBI Cache or any of its Subsidiaries, the bylaws or other governing documents of HBI Cache or any of its Subsidiaries, as applicable Subsidiaries (collectively, the “HBI Cache Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to HBICache, the Bank its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any material Law or Order of any Governmental Entity applicable to HBI Cache or any of its Subsidiaries or their respective assets, operations, properties or businesses. (b) Except as set forth on Confidential Schedule 3.04(b), the execution, delivery and performance of this Agreement (provided the required regulatory and shareholder approvals are obtained) of this Agreement and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the HBI Cache Constituent Documents, (ii) any material mortgage, indenture, lease, contract, agreement or other instrument applicable to HBI Cache or any of its Subsidiaries or their respective assets, operations, properties or businesses, businesses or (iii) any material Law or Order of any Governmental Entity applicable to HBI Cache or any of its Subsidiaries or their respective assets, operations, properties or businesses.

Appears in 1 contract

Samples: Merger Agreement (Equity Bancshares Inc)

Compliance with Laws, Permits and Instruments. (a) Except as set forth on Confidential Schedule 3.04(a), HBI Xxxxx and each of its Subsidiaries have in all material respects performed and abided by all obligations required to be performed by it to the date hereof, and have complied in all material respects with, and is in material compliance with, and is not in default (and with the giving of notice or the passage of time will not be in default) under, or in violation of, (i) any provision of the certificate articles of formation incorporation of HBI Xxxxx or any of its Subsidiaries, the bylaws or other governing documents of HBI Xxxxx or any of its Subsidiaries, as applicable Subsidiaries (collectively, the “HBI Xxxxx Constituent Documents”), (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to HBIXxxxx, the Bank or their respective assets, operations, properties or businesses, or (iii) any Law or Order of any Governmental Entity applicable to HBI or any of its Subsidiaries or their respective assets, operations, properties or businesses. (b) Except as set forth on Confidential Schedule 3.04(b), the execution, delivery and performance (provided the required regulatory and shareholder approvals are obtained) of this Agreement and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default or loss of a benefit under, (i) the HBI Constituent Documents, (ii) any material mortgage, indenture, lease, contract, agreement or other instrument applicable to HBI or any of its Subsidiaries or their respective assets, operations, properties or businesses, or (iii) any Law or Order of any Governmental Entity applicable to HBI Xxxxx or any of its Subsidiaries or their respective assets, operations, properties or businesses, except in the case of clauses (ii) and (iii), where any such noncompliance, default or violation, in the aggregate, would not have a Material Adverse Change on Xxxxx or any Subsidiary of Xxxxx. (b) Except as set forth on Xxxxx Confidential Schedule 3.04(b), the execution, delivery and performance of this Agreement (provided the required regulatory and shareholder approvals are subsequently obtained) and the other agreements contemplated hereby, and the completion of the transactions contemplated hereby and thereby will not conflict in any material respect with, or result, by itself or with the giving of notice or the passage of time, in any material violation of or default or loss of a benefit under, (i) the Xxxxx Constituent Documents, (ii) any material provision of any mortgage, indenture, lease, contract, agreement or other instrument applicable to Xxxxx or any of its Subsidiaries or their respective assets, operations, properties or businesses or (iii) any material Order or Law applicable to Xxxxx or any of its Subsidiaries or their respective assets, operations, properties or businesses. (c) None of the representations and warranties in this Section 3.04 shall be deemed to relate to environmental matters (which are governed by Section 3.19), employee benefit plans and obligations to employees (which are governed by Sections

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Equity Bancshares Inc)

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