CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer nor any of its Subsidiaries is a party to any agreement with any individual or group regarding the CRA. Each Buyer Bank is in compliance with all applicable requirements of the CRA. (b) Buyer and each of its Subsidiaries, including each of the Buyer Banks, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the USA PATRIOT Act, and the Money Laundering Laws. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements to perform customer due diligence on legal entity customers. (c) None of (i) Buyer, (ii) any Subsidiary of Buyer, (iii) any Person on whose behalf Buyer or any Subsidiary of Buyer is acting, or (iv) to Buyer’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer or any Subsidiary of Buyer, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer and nor any of its Subsidiaries, including each Buyer Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer nor any of its Subsidiaries, including each of the Buyer Banks, is currently engaging in such transactions. Buyer and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer and its subsidiaries, including the Buyer Banks, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoing. (d) Buyer is in compliance with the Privacy Requirements. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law. (e) Buyer has no Knowledge of, and none of Buyer and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 2017, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer or any Subsidiary of Buyer, including each Buyer Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer or its Subsidiaries, including each of the Buyer Banks, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the Privacy Requirements is pending or, to the knowledge of Buyer, threatened.
Appears in 2 contracts
Samples: Merger Agreement (Brookline Bancorp Inc), Merger Agreement (PCSB Financial Corp)
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer ORRF nor any of its Subsidiaries ORRF Bank is a party to any agreement with any individual or group regarding matters related to the CRA. Each Buyer ORRF Bank is in compliance with all applicable requirements of the CRA.
(b) Buyer ORRF and each of its Subsidiaries, including each of the Buyer BanksORRF Bank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention provisions of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the USA PATRIOT Act, Act and the Money Laundering Laws. The Board of Directors of each Buyer ORRF Bank has adopted and each Buyer ORRF Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements requirement to perform customer due diligence on legal entity customers, and ORRF and each of its Subsidiaries, including ORRF Bank, have complied with and are in compliance with such written anti-money laundering programs.
(c) None of (i) BuyerORRF, (ii) any Subsidiary of BuyerORRF, (iii) any Person on whose behalf Buyer ORRF or any Subsidiary of Buyer ORRF is acting, or (iv) to BuyerORRF’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer ORRF or any Subsidiary of BuyerORRF, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money LaunderingLaundering as a “High Risk Jurisdiction” subject to a “call to action” or a jurisdiction under “increased monitoring”, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, including any such designation under Section 311 of the USA PATRIOT Act or Section 9714 of the Combating Russian Money Laundering Act as warranting special measures, or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer ORRF and nor any of its Subsidiaries, including each Buyer ORRF Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer ORRF nor any of its Subsidiaries, including each of the Buyer BanksORRF Bank, is currently engaging in such transactions. Buyer ORRF and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer ORRF and its subsidiariesSubsidiaries, including the Buyer BanksORRF Bank, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoingforegoing matters.
(d) Buyer is in compliance with the Privacy Requirements. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(e) Buyer ORRF has no Knowledge of, and none of Buyer ORRF and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer ORRF Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 20172022, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer ORRF or any Subsidiary of BuyerORRF, including each Buyer ORRF Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the ORRF Privacy Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer ORRF or its Subsidiaries, including each of the Buyer BanksORRF Bank, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the ORRF Privacy Requirements is pending or, to the knowledge Knowledge of BuyerORRF, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer the Company nor any of its Subsidiaries is a party to any agreement with any individual or group regarding matters related to the CRA. Each Buyer Bank The Company and each of its Subsidiaries is in compliance with all applicable requirements of the CRA, has a CRA rating of not less than “satisfactory” in its most recently completed exam, has received no material criticism from regulators with respect to discriminatory lending practices, and to the Knowledge of the Company, there are no conditions, facts or circumstances that could reasonably be expected to result in a CRA rating of less than “satisfactory” or material criticism from regulators or consumers with respect to discriminatory lending practices.
(b) Buyer The Company and each of its Subsidiaries, including each of the Buyer Banks, Subsidiaries is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the USA PATRIOT Act, Act and all such applicable laws (the “Money Laundering Laws”). The Each of the Company Board and the Board of Directors of each Buyer Company Bank has adopted adopted, and each Buyer of the Company and Company Bank has implemented implemented, a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunderBank Secrecy Act, including as amended, and the requirements to perform customer due diligence on legal entity customersof the regulations implementing the same.
(c) None of (i) Buyerthe Company, (ii) any Subsidiary of Buyerthe Subsidiaries, (iii) any Person on whose behalf Buyer the Company or any Subsidiary of Buyer is acting, or (iv) to Buyerthe Company’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer the Company or any Subsidiary of Buyerits Subsidiaries, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists that is subject to country-wide or region-wide sanctions administered by OFAC or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, concerns or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. No Person or Persons collectively owning more than fifty percent (50%) or more of the beneficial interests of the Company or any of its Subsidiaries are described in clauses (A) through (D) above. Neither Buyer and the Company nor any of its Subsidiaries, including each Buyer Bank, Subsidiaries has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer nor any of its Subsidiaries, including each of the Buyer Banks, is not currently engaging in such transactions. Buyer The Company and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer and its subsidiaries, including the Buyer Banks, have in place and maintain maintains internal policies and procedures that are reasonably designed to ensure the foregoing.
(d) Buyer is in compliance with the Privacy Requirements. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(e) Buyer Company has no Knowledge of, and none of Buyer and its Subsidiaries has not been advised of, or has any reason to believe (because of each Buyer Bankthe Company’s Home Mortgage Disclosure Act data for the year ended December 31, 2017, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer the Company or any Subsidiary of Buyer, including each Buyer Bank its Subsidiaries to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Information Security Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer the Company or any of its Subsidiaries, including each of the Buyer Banks, Subsidiaries with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the Privacy Information Security Requirements is pending or, to the knowledge Knowledge of Buyerthe Company, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer nor any of its Subsidiaries is a party to any agreement with any individual or group regarding the CRA. Each Buyer Bank is in compliance with all applicable requirements currently has, and has no reason to believe that immediately prior to the Effective Time it will not have, a CRA rating of the CRA“satisfactory” or better.
(b) Buyer and each of its Subsidiaries, including each of the Buyer BanksBank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the USA PATRIOT Act, and the Money Laundering Laws, except as would not be material to Buyer. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements to perform customer due diligence on legal entity customers, and Buyer and each of its Subsidiaries, including Buyer Bank, have complied, and are in compliance, with such written anti-money laundering program.
(c) None of (i) Buyer, (ii) any Subsidiary of Buyer, (iii) any Person on whose behalf Buyer or any Subsidiary of Buyer is acting, or (iv) to Buyer’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer or any Subsidiary of Buyer, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer and nor any of its Subsidiaries, including each Buyer Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer nor any of its Subsidiaries, including each of the Buyer BanksBank, is currently engaging in such transactions. Buyer and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer and its subsidiaries, including the Buyer BanksBank, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoing.
(d) Buyer is in compliance with the Privacy Information Security Requirements, in all material respects. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law, in all material respects.
(e) Buyer has no Knowledge of, and none of Buyer and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 20172023, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer or any Subsidiary of Buyer, including each Buyer Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, State or the Privacy Requirements or Information Security Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer or its Subsidiaries, including each of the Buyer BanksBank, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the Privacy Requirements or Information Security Requirements is pending or, to the knowledge of Buyer, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer the Company nor any of its Subsidiaries is a party to any agreement with any individual or group regarding matters related to the Community Reinvestment Act of 1977, as amended, and any equivalent applicable state laws (collectively, the “CRA”). Each Buyer The Company Bank is in compliance with all applicable requirements of the CRA.
(ba) Buyer The Company and each of its Subsidiaries, including each of the Buyer BanksCompany Bank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act” and all such applicable laws, and the “Money Laundering Laws”). The Board of Directors of each Buyer the Company Bank has adopted and each Buyer the Company Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements to perform customer due diligence on legal entity customers.
(cb) None of (i) Buyerthe Company, (ii) any Subsidiary of Buyerthe Company, (iii) any Person on whose behalf Buyer the Company or any Subsidiary of Buyer the Company is acting, or (iv) to Buyerthe Company’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer the Company or any Subsidiary of Buyerthe Company, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, concerns or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer the Company and nor any of its Subsidiaries, including each Buyer the Company Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer the Company nor any of its Subsidiaries, including each of the Buyer BanksCompany Bank, is currently engaging in such transactions. Buyer and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer The Company and its subsidiaries, including the Buyer BanksCompany Bank, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoing.
(dc) Buyer is in compliance with the Privacy Requirements. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(e) Buyer Company has no Knowledge of, and none of Buyer the Company and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer the Company Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 20172014, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer the Company or any Subsidiary of Buyerthe Company, including each Buyer the Company Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer the Company or its Subsidiaries, including each of the Buyer BanksCompany Bank, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the Privacy Requirements is pending or, to the knowledge Knowledge of Buyerthe Company, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer nor any of its Subsidiaries is a party to any agreement with any individual or group regarding matters related to the CRA. Each The Buyer Bank is in compliance with all applicable requirements of the CRA.
(ba) Buyer and each of its Subsidiaries, including each of the Buyer BanksBank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the USA PATRIOT Act, and the Money Laundering Laws. The Board of Directors of each the Buyer Bank has adopted and each the Buyer Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements to perform customer due diligence on legal entity customers.
(cb) None of (i) Buyer, (ii) any Subsidiary of Buyer, (iii) any Person on whose behalf Buyer or any Subsidiary of Buyer is acting, or (iv) to Buyer’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer or any Subsidiary of Buyer, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, concerns or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer and nor any of its Subsidiaries, including each the Buyer Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither the Buyer nor any of its Subsidiaries, including each of the Buyer BanksBank, is currently engaging in such transactions. Buyer and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. The Buyer and its subsidiaries, including the Buyer BanksBank, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoing.
(dc) Buyer is in compliance with the Privacy Requirements. The Board of Directors of each the Buyer Bank has adopted and each the Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(ed) Buyer has no Knowledge of, and none of Buyer and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 20172014, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer or any Subsidiary of Buyer, including each the Buyer Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer or its Subsidiaries, including each of the Buyer BanksBank, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the Privacy Requirements is pending or, to the knowledge of Buyer, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer CVLY nor any of its Subsidiaries CVLY Bank is a party to any agreement with any individual or group regarding matters related to the Community Reinvestment Act of 1977, as amended, and any equivalent applicable state laws (collectively, the “CRA”). Each Buyer CVLY Bank is in compliance with all applicable requirements of the CRA.
(b) Buyer CVLY and each of its Subsidiaries, including each of the Buyer BanksCVLY Bank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering or terrorist financing of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act” and all such applicable laws, and the “Money Laundering Laws”). The Board of Directors of each Buyer CVLY Bank has adopted and each Buyer CVLY Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements requirement to perform customer due diligence on legal entity customers, and CVLY and each of its Subsidiaries, including CVLY Bank, have complied with and are in compliance with such written anti-money laundering programs.
(c) None of (i) BuyerCVLY, (ii) any Subsidiary of BuyerCVLY, (iii) any Person on whose behalf Buyer CVLY or any Subsidiary of Buyer CVLY is acting, or (iv) to BuyerCVLY’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer CVLY or any Subsidiary of BuyerCVLY, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money LaunderingLaundering as a “High Risk Jurisdiction” subject to a “call to action” or a jurisdiction under “increased monitoring”, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, including any such designation under Section 311 of the USA PATRIOT Act or Section 9714 of the Combating Russian Money Laundering Act as warranting special measures, or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer CVLY and nor any of its Subsidiaries, including each Buyer CVLY Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer CVLY nor any of its Subsidiaries, including each of the Buyer BanksCVLY Bank, is currently engaging in such transactions. Buyer CVLY and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer CVLY and its subsidiariesSubsidiaries, including the Buyer BanksCVLY Bank, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoingforegoing matters.
(d) Buyer is in compliance with the Privacy Requirements. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(e) Buyer CVLY has no Knowledge of, and none of Buyer CVLY and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer CVLY Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 20172022, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer CVLY or any Subsidiary of BuyerCVLY, including each Buyer CVLY Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the CVLY Privacy Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer CVLY or its Subsidiaries, including each of the Buyer BanksCVLY Bank, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the CVLY Privacy Requirements is pending or, to the knowledge Knowledge of BuyerCVLY, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer nor any of its Subsidiaries is a party to any agreement with any individual or group regarding matters related to the CRA. Each Buyer Bank is in compliance with all applicable requirements of the CRA, has a CRA rating of not less than “satisfactory” in its most recently completed exam, has received no material criticism from regulators with respect to discriminatory lending practices, and to the Knowledge of Buyer, there are no conditions, facts or circumstances that could reasonably be expected to result in a CRA rating of less than “satisfactory” or material criticism from regulators or consumers with respect to discriminatory lending practices.
(b) Buyer and each of its Subsidiaries, including each of the Buyer BanksBank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the USA PATRIOT Act, and the Money Laundering Laws. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements to perform customer due diligence on legal entity customers.
(c) None of (i) Buyer, (ii) any Subsidiary of Buyer, (iii) any Person on whose behalf Buyer or any Subsidiary of Buyer is acting, or (iv) to Buyer’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer or any Subsidiary of Buyer, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, concerns or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer and nor any of its Subsidiaries, including each Buyer Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer nor any of its Subsidiaries, including each of the Buyer BanksBank, is currently engaging in such transactions. Buyer and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer and its subsidiaries, including the Buyer BanksBank, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoing.
(d) Buyer is in compliance with the Privacy Requirements, and 12 C.F.R. part 208, Appendix D-2. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(e) Buyer has no Knowledge of, and none of Buyer and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 20172016, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer or any Subsidiary of Buyer, including each Buyer Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Requirements12 C.F.R. part 208, Appendix D-2. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer or its Subsidiaries, including each of the Buyer BanksBank, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or State, the Privacy Requirements Requirements, 12 C.F.R. part 208, Xxxxxxxx X-0 is pending or, to the knowledge of Buyer, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer the Company nor any of its Subsidiaries is a party to any agreement with any individual or group regarding matters related to the CRA. Each Buyer Bank The Company and each of its Subsidiaries is in compliance with all applicable requirements of the CRA, has a CRA rating of not less than “satisfactory” in its most recently completed exam, has received no material criticism from regulators with respect to discriminatory lending practices, and to the Knowledge of the Company, there are no conditions, facts or circumstances that could reasonably be expected to result in a CRA rating of less than “satisfactory” or material criticism from regulators or consumers with respect to discriminatory lending practices.
(b) Buyer The Company and each of its Subsidiaries, including each of the Buyer Banks, Subsidiaries is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the USA PATRIOT Act, Act and all such applicable laws (the “Money Laundering Laws”). The Each of the Company Board and the Board of Directors of each Buyer Company Bank has adopted adopted, and each Buyer of the Company and Company Bank has implemented implemented, a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunderBank Secrecy Act, including as amended, and the requirements to perform customer due diligence on legal entity customersof the regulations implementing the same.
(c) None of (i) Buyerthe Company, (ii) any Subsidiary of Buyerthe Subsidiaries, (iii) any Person on whose behalf Buyer the Company or any Subsidiary of Buyer is acting, or (iv) to Buyerthe Company’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer the Company or any Subsidiary of Buyerits Subsidiaries, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists that is subject to country-wide or region-wide sanctions administered by OFAC or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, concerns or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. No Person or Persons collectively owning more than fifty percent (50%) or more of the beneficial interests of the Company or any of its Subsidiaries are described in clauses (A) through (D) above. Neither Buyer and the Company nor any of its Subsidiaries, including each Buyer Bank, Subsidiaries has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer nor any of its Subsidiaries, including each of the Buyer Banks, is not currently engaging in such transactions. Buyer The Company and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer and its subsidiaries, including the Buyer Banks, have in place and maintain maintains internal policies and procedures that are reasonably designed to ensure the foregoing.
(d) Buyer is in compliance with the Privacy Requirements. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(e) Buyer Company has no Knowledge of, and none of Buyer and its Subsidiaries has not been advised of, or has any reason to believe (because of each Buyer Bankthe Company’s Home Mortgage Disclosure Act data for the year ended December March 31, 20172018, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer the Company or any Subsidiary of Buyer, including each Buyer Bank its Subsidiaries to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Information Security Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer the Company or any of its Subsidiaries, including each of the Buyer Banks, Subsidiaries with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the Privacy Information Security Requirements is pending or, to the knowledge Knowledge of Buyerthe Company, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer the Company nor any of its Subsidiaries the Company Bank is a party to any agreement with any individual or group regarding matters related to the Community Reinvestment Act of 1977, as amended, and any equivalent applicable state laws (collectively, the “CRA”). Each Buyer The Company Bank is in compliance with all applicable requirements of the CRA.
(b) Buyer The Company and each of its Subsidiaries, including each of the Buyer BanksCompany Bank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act” and all such applicable laws, and the “Money Laundering Laws”). The Board of Directors of each Buyer the Company Bank has adopted and each Buyer the Company Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements requirement to perform customer due diligence on legal entity customers.
(c) None of (i) Buyerthe Company, (ii) any Subsidiary of Buyerthe Company, (iii) any Person on whose behalf Buyer the Company or any Subsidiary of Buyer the Company is acting, or (iv) to Buyerthe Company’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer the Company or any Subsidiary of Buyerthe Company, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer the Company and nor any of its Subsidiaries, including each Buyer the Company Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer the Company nor any of its Subsidiaries, including each of the Buyer BanksCompany Bank, is currently engaging in such transactions. Buyer The Company and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer The Company and its subsidiariesSubsidiaries, including the Buyer BanksCompany Bank, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoingforegoing matters.
(d) Buyer is in compliance with the Privacy Requirements. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(e) Buyer Company has no Knowledge of, and none of Buyer the Company and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer the Company Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 20172021, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer the Company or any Subsidiary of Buyerthe Company, including each Buyer the Company Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer the Company or its Subsidiaries, including each of the Buyer BanksCompany Bank, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the Privacy Requirements is pending or, to the knowledge Knowledge of Buyerthe Company, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer nor any of its Subsidiaries is a party to any agreement with any individual or group regarding matters related to the CRA. Each Buyer Bank is in compliance with all applicable requirements of the CRA.
(ba) Buyer and each of its Subsidiaries, including each of the Buyer BanksBank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the USA PATRIOT Act, and the Money Laundering Laws. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements to perform customer due diligence on legal entity customers.
(cb) None of (i) Buyer, (ii) any Subsidiary of Buyer, (iii) any Person on whose behalf Buyer or any Subsidiary of Buyer is acting, or (iv) to Buyer’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer or any Subsidiary of Buyer, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, concerns or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer and nor any of its Subsidiaries, including each Buyer Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither the Buyer nor any of its Subsidiaries, including each of the Buyer BanksBank, is currently engaging in such transactions. Buyer and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. The Buyer and its subsidiaries, including the Buyer BanksBank, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoing.
(dc) Buyer is in compliance with the Privacy Requirements. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(ed) Buyer has no Knowledge of, and none of Buyer and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 20172014, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer or any Subsidiary of Buyer, including each Buyer Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer or its Subsidiaries, including each of the Buyer BanksBank, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the Privacy Requirements is pending or, to the knowledge Knowledge of Buyer, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer nor any of its Subsidiaries is a party to any agreement with any individual or group regarding matters related to the CRA. Each Buyer Bank is in compliance with all applicable requirements of the CRA, has a CRA rating of not less than “satisfactory” in its most recently completed exam, has received no material criticism from regulators with respect to discriminatory lending practices, and to the Knowledge of Buyer, there are no conditions, facts or circumstances that could reasonably be expected to result in a CRA rating of less than “satisfactory” or material criticism from regulators or consumers with respect to discriminatory lending practices.
(b) Buyer and each of its Subsidiaries, including each of the Buyer BanksBank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the USA PATRIOT Act, and the Money Laundering Laws. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements to perform customer due diligence on legal entity customers.
(c) None of (i) Buyer, (ii) any Subsidiary of Buyer, (iii) any Person on whose behalf Buyer or any Subsidiary of Buyer is acting, or (iv) to Buyer’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer or any Subsidiary of Buyer, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, concerns or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer and nor any of its Subsidiaries, including each Buyer Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer nor any of its Subsidiaries, including each of the Buyer BanksBank, is currently engaging in such transactions. Buyer and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer and its subsidiaries, including the Buyer BanksBank, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoing.
(d) Buyer is in compliance with the Privacy Requirements, and 12 C.F.R. part 208, Appendix D-2, and 201 C.M.R. 17.00. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(e) Buyer has no Knowledge of, and none of Buyer and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 20172016, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer or any Subsidiary of Buyer, including each Buyer Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, 12 C.F.R. part 208, Xxxxxxxx X-0, or the Privacy Requirements201 C.M.R. 17.00. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer or its Subsidiaries, including each of the Buyer BanksBank, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or State, the Privacy Requirements Requirements, 12 C.F.R. part 000, Xxxxxxxx X-0, or 201 C.M.R. 17.00 is pending or, to the knowledge of Buyer, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer the Company nor any of its Subsidiaries the Company Bank is a party to any agreement with any individual or group regarding matters related to the Community Reinvestment Act of 1977, as amended, and any equivalent applicable state laws (collectively, the “CRA”). Each Buyer The Company Bank is in compliance with all applicable requirements of the CRA.
(ba) Buyer The Company and each of its Subsidiaries, including each of the Buyer BanksCompany Bank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act” and all such applicable laws, and the “Money Laundering Laws”). The Board of Directors of each Buyer the Company Bank has adopted and each Buyer the Company Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements requirement to perform customer due diligence on legal entity customers.
(cb) None of (i) Buyerthe Company, (ii) any Subsidiary of Buyerthe Company, (iii) any Person on whose behalf Buyer the Company or any Subsidiary of Buyer the Company is acting, or (iv) to Buyerthe Company’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer the Company or any Subsidiary of Buyerthe Company, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer the Company and nor any of its Subsidiaries, including each Buyer the Company Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer the Company nor any of its Subsidiaries, including each of the Buyer BanksCompany Bank, is currently engaging in such transactions. Buyer and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer The Company and its subsidiariesSubsidiaries, including the Buyer BanksCompany Bank, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoing.
(dc) Buyer is in compliance with the Privacy Requirements. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(e) Buyer Company has no Knowledge of, and none of Buyer the Company and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer the Company Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 2017, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer the Company or any Subsidiary of Buyerthe Company, including each Buyer the Company Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer the Company or its Subsidiaries, including each of the Buyer BanksCompany Bank, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the Privacy Requirements is pending or, to the knowledge Knowledge of Buyerthe Company, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer nor any of its Subsidiaries is a party to any agreement with any individual or group regarding matters related to the CRA. Each The Buyer Bank is in compliance with all applicable requirements of the CRA.
(ba) Buyer and each of its Subsidiaries, including each of the Buyer BanksBank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the USA PATRIOT Act, and the Money Laundering Laws. The Board of Directors of each the Buyer Bank has adopted and each the Buyer Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements to perform customer due diligence on legal entity customers.
(cb) None of (i) Buyer, (ii) any Subsidiary of Buyer, (iii) any Person on whose behalf Buyer or any Subsidiary of Buyer is acting, or (iv) to Buyer’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer or any Subsidiary of Buyer, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer and nor any of its Subsidiaries, including each the Buyer Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither the Buyer nor any of its Subsidiaries, including each of the Buyer BanksBank, is currently engaging in such transactions. Buyer and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. The Buyer and its subsidiaries, including the Buyer BanksBank, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoing.
(dc) Buyer is in compliance with the Privacy Requirements. The Board of Directors of each the Buyer Bank has adopted and each the Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(ed) Buyer has no Knowledge of, and none of Buyer and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 2017, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer or any Subsidiary of Buyer, including each the Buyer Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer or its Subsidiaries, including each of the Buyer BanksBank, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the Privacy Requirements is pending or, to the knowledge of Buyer, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer nor any of its Subsidiaries is a party to any agreement with any individual or group regarding matters related to the CRA. Each Buyer Bank is in compliance with all applicable requirements of the CRA, has a CRA rating of not less than “satisfactory” in its most recently completed exam, has received no material criticism from regulators with respect to discriminatory lending practices, and to the Knowledge of Buyer, there are no conditions, facts or circumstances that could reasonably be expected to result in a CRA rating of less than “satisfactory” or material criticism from regulators or consumers with respect to discriminatory lending practices.
(b) Buyer and each of its Subsidiaries, including each of the Buyer BanksBank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the USA PATRIOT Act, and the Money Laundering Laws. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements to perform customer due diligence on legal entity customers.
(c) None of (i) Buyer, (ii) any Subsidiary of Buyer, (iii) any Person on whose behalf Buyer or any Subsidiary of Buyer is acting, or (iv) to Buyer’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer or any Subsidiary of Buyer, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, concerns or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer and nor any of its Subsidiaries, including each Buyer Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer nor any of its Subsidiaries, including each of the Buyer BanksBank, is currently engaging in such transactions. Buyer and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer and its subsidiaries, including the Buyer BanksBank, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoing.
(d) Buyer is in compliance with the Privacy Requirements, and 12 C.F.R. part 208, Appendix D-2. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(e) Buyer has no Knowledge of, and none of Buyer and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 2017, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer or any Subsidiary of Buyer, including each Buyer Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Requirements12 C.F.R. part 208, Appendix D-2. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer or its Subsidiaries, including each of the Buyer BanksBank, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or State, the Privacy Requirements Requirements, 12 C.F.R. part 208, Xxxxxxxx X-0 is pending or, to the knowledge of Buyer, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer the Company nor any of its Subsidiaries is a party to any agreement with any individual or group regarding matters related to the Community Reinvestment Act of 1977, as amended, and any equivalent applicable state laws (collectively, the “CRA”). Each Buyer The Company Bank is in compliance with all applicable requirements of the CRA.
(ba) Buyer The Company and each of its Subsidiaries, including each of the Buyer BanksCompany Bank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act” and all such applicable laws, and the “Money Laundering Laws”). The Board of Directors of each Buyer the Company Bank has adopted and each Buyer the Company Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements to perform customer due diligence on legal entity customers.
(cb) None of (i) Buyerthe Company, (ii) any Subsidiary of Buyerthe Company, (iii) any Person on whose behalf Buyer the Company or any Subsidiary of Buyer the Company is acting, or (iv) to Buyerthe Company’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer the Company or any Subsidiary of Buyerthe Company, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer and nor any of its Subsidiaries, including each Buyer Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer nor any of its Subsidiaries, including each of the Buyer Banks, is currently engaging in such transactions. Buyer and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer and its subsidiaries, including the Buyer Banks, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoing.
(d) Buyer is in compliance with the Privacy Requirements. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(e) Buyer has no Knowledge of, and none of Buyer and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 2017, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer or any Subsidiary of Buyer, including each Buyer Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer or its Subsidiaries, including each of the Buyer Banks, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the Privacy Requirements is pending or, to the knowledge of Buyer, threatened.
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer the Bank nor any of its Subsidiaries is a party to any agreement with any individual or group regarding matters related to the Community Reinvestment Act of 1977, as amended, and any equivalent applicable state Laws (collectively, the “CRA”). Each Buyer The Bank is in compliance with all applicable requirements of the CRA.
(b) Buyer To the Company’s Knowledge, the Bank and each of its Subsidiaries, including each of the Buyer Banks, Subsidiaries is in compliance, and in the past has complied with, all applicable laws Laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act” and all such applicable Laws, and the “Money Laundering Laws”). The Board of Directors of each Buyer the Bank has adopted adopted, and each Buyer the Bank has implemented implemented, a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements to perform customer due diligence on legal entity customers.
(c) None To the Knowledge of the Company, none of (i) Buyerthe Bank, (ii) any Subsidiary of Buyerthe Bank, (iii) any Person on whose behalf Buyer the Bank or any Subsidiary of Buyer the Bank is acting, or (iv) to Buyerthe Company’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer the Bank or any Subsidiary of Buyerthe Company, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the most recent Consolidated Sanctions List published by OFAC, ; (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, ; (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, ; (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, ; (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, ; (F) a Person that resides in, or is organized under the laws Laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, ; (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, ; or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer and the Bank nor any of its Subsidiaries, including each Buyer Bank, Subsidiaries has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer the Bank nor any of its Subsidiaries, including each of the Buyer Banks, Subsidiaries is currently engaging in such transactions. Buyer The Bank and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer and its subsidiaries, including the Buyer Banks, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoing.
(d) Buyer The Bank is in compliance with all applicable Laws related to privacy of customer information, including, without limitation, Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and regulations promulgated thereunder, and the Interagency Guidelines Establishing Information Securities Standards set forth 12 C.F.R. Part 000, Xxxxxxxx X (collectively, the “Privacy RequirementsLaws”). The Board of Directors of each Buyer the Bank has adopted adopted, and each Buyer the Bank has implemented implemented, a written information security program that meets the requirements of applicable lawLaw.
(e) Buyer has no Knowledge of, and none of Buyer and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 2017, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer or any Subsidiary of Buyer, including each Buyer Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer or its Subsidiaries, including each of the Buyer Banks, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the Privacy Requirements is pending or, to the knowledge of Buyer, threatened.
Appears in 1 contract
Samples: Stock Purchase Agreement (First Bancshares Inc /MS/)
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer the Company nor any of its Subsidiaries the Company Bank is a party to any agreement with any individual or group regarding matters related to the Community Reinvestment Act of 1977, as amended, and any equivalent applicable state laws (collectively, the “CRA”). Each Buyer The Company Bank is in compliance with all applicable requirements of the CRA.
(b) Buyer The Company and each of its Subsidiaries, including each of the Buyer BanksCompany Bank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act” and all such applicable laws, and the “Money Laundering Laws”). The Board of Directors of each Buyer the Company Bank has adopted and each Buyer the Company Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements requirement to perform customer due diligence on legal entity customers.
(c) None of (i) Buyerthe Company, (ii) any Subsidiary of Buyerthe Company, (iii) any Person on whose behalf Buyer the Company or any Subsidiary of Buyer the Company is acting, or (iv) to Buyerthe Company’s Knowledge, any Person who directly or indirectly beneficially owns securities issued by Buyer the Company or any Subsidiary of Buyerthe Company, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer and nor any of its Subsidiaries, including each Buyer Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer nor any of its Subsidiaries, including each of the Buyer Banks, is currently engaging in such transactions. Buyer and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer and its subsidiaries, including the Buyer Banks, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoing.
(d) Buyer is in compliance with the Privacy Requirements. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(e) Buyer has no Knowledge of, and none of Buyer and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 2017, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer or any Subsidiary of Buyer, including each Buyer Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer or its Subsidiaries, including each of the Buyer Banks, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the Privacy Requirements is pending or, to the knowledge of Buyer, threatened.,
Appears in 1 contract
CRA, Anti-money Laundering and Customer Information Security. (a) Neither Buyer the Company nor any of its Subsidiaries Company Bank is a party to any agreement with any individual or group regarding matters related to the Community Reinvestment Act of 1977, as amended, and any equivalent applicable state laws (collectively, the “CRA”). Each Buyer Company Bank is in compliance with all applicable requirements of the CRA. Company Bank currently has, and has no reason to believe that immediately prior to the Effective Time it will not have, a CRA rating of “satisfactory” or better.
(b) Buyer The Company and each of its Subsidiaries, including each of the Buyer BanksCompany Bank, is in compliance, and in the past has complied with, all applicable laws relating to the prevention of money laundering of administered or enforced by any Governmental Authority applicable to it or its property or in respect of its operations, including all applicable financial record-keeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, including by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act” and all such applicable laws, and the “Money Laundering Laws”). The Board of Directors of each Buyer Company Bank has adopted and each Buyer Company Bank has implemented a written anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Authority and that meets the requirements of Sections 352 and 326 and all other applicable provisions of the USA PATRIOT Act and the regulations thereunder, including the requirements requirement to perform customer due diligence on legal entity customers, and the Company and each of its Subsidiaries, including Company Bank, have complied, and are in compliance, with such written anti-money laundering program.
(c) None of (i) Buyerthe Company, (ii) any Subsidiary of Buyerthe Company, (iii) any Person on whose behalf Buyer the Company or any Subsidiary of Buyer the Company is acting, or (iv) to Buyer’s Knowledgethe Knowledge of the Company, any Person who directly or indirectly beneficially owns securities issued by Buyer the Company or any Subsidiary of Buyerthe Company, is (A) named on the most current list of “Specially Designated Nationals” published by OFAC the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the most recent Consolidated Sanctions List published by OFAC, (B) otherwise a country, territory or Person that is the target of sanctions administered by OFAC or the U.S. Department of State, (C) a Person engaged, directly or indirectly, in any transactions or other activities with any country, territory or Person prohibited by OFAC, (D) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering, (E) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, (F) a Person that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under Section 311 or Section 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, (G) a Person that is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns, or (H) a Person that otherwise appears on any U.S.-government provided list of known or suspected terrorists or terrorist organizations. Neither Buyer the Company and nor any of its Subsidiaries, including each Buyer Company Bank, has engaged in transactions of any type with any party described in clauses (A) through (H) in the past and neither Buyer the Company nor any of its Subsidiaries, including each of the Buyer BanksCompany Bank, is currently engaging in such transactions. Buyer The Company and each of its Subsidiaries is currently in compliance, and has at all times complied, with any requirement to block and report to OFAC any property in its possession or control in which any person whose interest in property is blocked has an interest. Buyer The Company and its subsidiariesSubsidiaries, including the Buyer BanksCompany Bank, have in place and maintain internal policies and procedures that are reasonably designed to ensure the foregoingforegoing matters.
(d) Buyer is in compliance with the Privacy Requirements. The Board of Directors of each Buyer Bank has adopted and each Buyer Bank has implemented a written information security program that meets the requirements of applicable law.
(e) Buyer Company has no Knowledge of, and none of Buyer the Company and its Subsidiaries has been advised of, or has any reason to believe (because of each Buyer Company Bank’s Home Mortgage Disclosure Act data for the year ended December 31, 20172023, filed with the FDIC, or otherwise) that any facts or circumstances exist, which would cause Buyer the Company or any Subsidiary of Buyerthe Company, including each Buyer Company Bank to be deemed not to be in compliance with the CRA, the Money Laundering Laws, any economic or trade sanctions programs administered by OFAC or the U.S. Department of State, or the Privacy Requirements. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Buyer the Company or its Subsidiaries, including each of the Buyer BanksCompany Bank, with respect to the Money Laundering Laws, any economic or trade sanctions administered by OFAC or the U.S. Department of State or the Privacy Requirements is pending or, to the knowledge Knowledge of Buyerthe Company, threatened.
Appears in 1 contract
