Compliance With Laws, Regulations and Decrees. Each of Redwood Empire and its subsidiaries: (i) has the corporate power to own or lease its properties and to conduct its business as currently conducted, (ii) in all material respects has complied with, and is not in default of, any laws, regulations, ordinances, orders or decrees applicable to the conduct of its business and the ownership of its properties, including but not limited to all federal and state laws (including but not limited to the Bank Secrecy Act), rules and regulations relating to the offer, sale or issuance of securities, and the operation of a commercial bank, (iii) has not failed to file with the proper federal, state, local or other authorities any material report or other document required to be so filed, (iv) has all approvals, authorizations, consents, licenses, clearances and orders of, and has currently effective all registrations with, all governmental and regulatory authorities which are necessary to the business and operations of it as now being conducted, and (v) has not received notification, formally or informally, from any agency or department of any federal, state or local government or any regulatory agency or the staff thereof (A) asserting that it is not in compliance with any of the statutes, regulations or ordinances which such government or regulatory authority enforces, or (B) threatening to revoke any licenses, franchise, permit or governmental authorization.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Redwood Empire Bancorp), Agreement and Plan of Reorganization (Westamerica Bancorporation)
Compliance With Laws, Regulations and Decrees. Each of Redwood Empire and its subsidiaries: BARRA (i) has the corporate power to own or lease all its properties and to conduct its business as currently conducted, (ii) in all material respects has complied with, and is not in default of, of any laws, regulations, ordinances, orders or decrees applicable to the conduct of its business and the ownership of its properties, including but other than where such noncompliance or default is not limited likely to all federal result in a material limitation on the conduct of its business or is not likely to otherwise have a material adverse effect on BARRA and state laws (including but not limited to the Bank Secrecy Act), rules and regulations relating to the offer, sale or issuance of securities, and the operation of its subsidiaries taken as a commercial bankwhole, (iii) has not failed to file with the proper federal, state, local or other authorities any material report or other document required to be so filed, (iv) has all material approvals, authorizations, consents, licenses, clearances and orders of, and has currently effective all registrations with, with all governmental and regulatory authorities which are necessary to the business and operations of it as BARRA now being conducted, and (v) has not received no notification, formally or informally, from any agency or department of any federal, state or local government or any regulatory agency or the staff thereof (A) asserting that it BARRA is not in material compliance with any of the statutes, regulations or ordinances which such government or regulatory authority enforces, or (B) threatening to revoke any licensesmaterial license, franchise, permit or governmental authorizationauthorization of BARRA.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Barra Inc /Ca), Stock Purchase Agreement (Barra Inc /Ca)