Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNB, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNB, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Merger.
(b) Except for such licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNB, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit.
(c) Neither FNB nor any of its subsidiaries is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB or its subsidiaries which in any manner limits, restricts, regulates, enjoins or prohibits any present or past business or practice of FNB or its subs...
Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or any facts or circumstances which reasonably could result in such) including without limitation any such action, suit, arbitration, controversy or other proceeding or investigation by any Regulatory Authority, which currently exist or are ongoing, pending or, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting Mutual or any of its properties, assets or employees.
(b) Mutual has all licenses, permits, orders, authorizations or approvals (“Permits”) of all federal, state, local or foreign governmental or regulatory agencies that are material to or necessary for the conduct of its business or to own, lease and operate its properties; all such Permits are in full force and effect; no violations have occurred with respect to any such Permits; no proceeding is pending or threatened or probable of assertion to suspend, cancel, revoke or limit any Permit.
(c) Mutual is not subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any Regulatory Authority (including without limitation the Commissioner or the FDIC) relating to financial condition, directors or officers, employees, operations, capital, regulatory compliance or any other matter; there are no judgments, orders, stipulations, injunctions, decrees or awards against Mutual which limit, restrict, regulate, enjoin or prohibit any present or past business or practice of Mutual; and, Mutual has not been advised and has no reason to believe that any Regulatory Authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, writ, injunction, directive, memorandum, judgment, stipulation, decree or award.
(d) Mutual is not in violation or default under, and has complied in all material respects with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other Regulatory Authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other federal and state laws and regulations applicable to extensions of cred...
Litigation and Compliance with Law. Except as set forth in Schedule 5.17, there are no claims, actions, suits or proceedings, pending or, to the knowledge of the Companies and the Stockholders, threatened against or affecting any Company, at law or in equity, or before or by any Governmental Authority having jurisdiction over such Company. No written notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by any Company and, to the Stockholders' and the Companies' knowledge, there is no basis therefor. Except to the extent set forth in Schedule 5.17, each Company has conducted and is conducting its business in compliance with all Laws applicable to such Company, its assets or the operation of its business.
Litigation and Compliance with Law. 12.1 No Group Company is involved (whether as plaintiff, defendant or otherwise) in a civil, criminal, arbitration, administrative or other proceeding (other than in relation to the collection of debts arising in the ordinary course of business of the Company). No Group Company has received any notice, writ or summons in relation to any material civil, criminal, arbitration, administrative or other proceeding (other than in relation to the collection of debts arising in the usual course of business).
12.2 No litigation or arbitration, administrative or criminal or other proceedings against any Group Company is pending or threatened (in each case, by reference to correspondence received) and, so far as the Seller is aware, no fact or circumstance exists which would be reasonably likely to give rise to any material civil, criminal, arbitration, administrative or other proceeding involving any Group Company.
12.3 Each Group Company and each of their respective directors has conducted such Group Company's business and dealt with such Group Company's assets in accordance with all Applicable Laws in all material respects.
Litigation and Compliance with Law. There are no claims, actions, suits or proceedings, pending or threatened, against or affecting the Business, at law or in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over Seller. No notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by Seller with respect to the Business, and there is no basis therefor. Seller has conducted for the past five years and does conduct the Business in compliance with all material laws, regulations, writs, injunctions, decrees and orders applicable to the Business.
Litigation and Compliance with Law. 16.1 No member of the Seller’s Group is involved in nor has received a letter of demand threatening any Action (other than in relation to the collection of debts arising in the Ordinary Course) in respect of the EDS Business or with respect to the EDS Entities, and, to the Seller’s Knowledge, there are no facts or circumstances which are reasonably likely to give rise to any such Action (other than in relation to the collection of debts arising in the Ordinary Course).
16.2 Neither the Seller nor any EDS Entity is the subject of any investigation, enquiry or enforcement proceedings by any Governmental Authority in respect of the EDS Business, no such investigations, enquiries, or enforcement proceedings are pending or, to the Seller’s Knowledge, threatened and, to the Seller’s Knowledge, there are no circumstances likely to give rise to any such investigation, enquiry or enforcement proceedings.
16.3 The EDS Business has been carried on in material compliance with all applicable Laws (including data protection laws), which are applicable to the EDS Business in the last 24 months.
16.4 No member of the Seller’s Group has received any written notice from a Governmental Authority which identifies any facts the failure of which to correct would constitute a non-compliance with applicable Law in respect of the ownership or operation of the EDS Assets and/or the EDS Business.
16.5 Each member of the Seller’s Group and each EDS Entity has all material Permits necessary for the conduct of the EDS Business as presently conducted, and none of the EDS Entities is in default under any material Permit in relation to the EDS Business, in each case, except as would not, individually or in the aggregate, be material to the EDS Business, taken as a whole. There are no Actions pending, or to the Seller’s Knowledge, threatened or reasonably expected to be asserted, relating to the suspension, revocation or modification of any material Permit necessary for the conduct of the EDS Business in each case, except as would not, individually or in the aggregate, be material to the EDS Business, taken as a whole.
Litigation and Compliance with Law. There are no claims, actions, suits or proceedings, pending or threatened, against or affecting Purchaser, at law or in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over Purchaser. No notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by Purchaser, and there is no basis therefor.
Litigation and Compliance with Law. 18.1 There is no civil, criminal, arbitration, administrative or other proceeding to which a Group Company is a party (either as plaintiff or defendant) that is currently ongoing, pending or, to the knowledge of the Warrantors, threatened.
18.2 Each Group Company has conducted its business in all material respects in accordance with all Applicable Laws (including all applicable anti-bribery and/or anti-corruption laws) and any terms and conditions set out in its material Permits (including its business licence, if applicable).
18.3 During the three (3) years prior to the date on which this Warrantors’ Warranty is given, no Group Company has received any notice regarding any investigation disciplinary proceeding by any Government Authorities.
Litigation and Compliance with Law. Nothing in this Warranty concerns any matters concerned with any Intellectual Property. For the purposes of this paragraph 12:
Litigation and Compliance with Law. There is no:
(i) material action, suit, claim, proceeding, arbitration, complaint, charge, or investigation pending or, to the Company’s knowledge, threatened (A) against or affecting the Company, or any officer, director, or key employee of the Company at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign; (B) that questions the validity of this Agreement or the right of the Company to enter into them, or to consummate the transactions contemplated by this Agreement; or (C) to the Company’s knowledge, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ii) material arbitration proceeding relating to the Company or any officer, director, or key employee of the Company pending under collective bargaining agreements or otherwise; or
(iii) material governmental inquiry pending or, to the Company’s knowledge, threatened against or affecting the Company or any officer, director, or key employee of the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the Company’s knowledge, there is no reasonable basis for any of the foregoing.
(b) The Company is not in default with respect to any governmental order, writ, judgment, injunction, or decree known to or served upon the Company of any court or of any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign. There is no material action or suit by the Company pending or threatened against others.
(c) The Company is not in violation or default (i) of any provisions of its Certificate or Bylaws, (ii) of any instrument, judgment, order, writ, or decree, (iii) under any note, indenture, or mortgage, or (iv) under any lease, agreement, contract, or purchase order to which it is a party or by which it is bound that is required to be listed on the schedules attached hereto, or (v) of any provision of federal or state statute, rule, or regulation applicable to the Company, the violation of which (in each case for (i) - (v)) would have, individually or in the aggregate, a Material Adverse Effect.
(d) There is no action, suit, proceeding, or investigation by the Company pending or which the Company intends to initiate.
