Common use of Litigation and Compliance with Laws Clause in Contracts

Litigation and Compliance with Laws. The Borrower and the Subsidiaries have complied in all material respects with all applicable federal and state laws and regulations: (i) that regulate or are concerned in any way with its or their banking and trust business, including without limitation those laws and regulations relating to the investment of funds, lending of money, collection of interest, extension of credit, and location and operation of banking facilities; or (ii) otherwise relate to or affect the business or assets of Borrower or any of the Subsidiaries or the assets owned, used or occupied by them. Except to the extent previously disclosed to Bank, there are no claims, actions, suits, or proceedings pending, or to the best knowledge of Borrower, threatened or contemplated against or affecting Borrower or any of the Subsidiaries, at law or in equity, or before any Regulatory Authority, or before any arbitrator or arbitration panel, whether by contract or otherwise, and there is no decree, judgment or order of any kind in existence against or restraining Borrower or any of the Subsidiaries, or any of their officers, employees or directors, from taking any action of any kind in connection with the business of Borrower or any of the Subsidiaries which, if adversely determined, could reasonably be expected to have a material adverse effect on the Borrower’s consolidated financial condition. Except to the extent previously disclosed to the Bank, neither Borrower nor any of the Subsidiaries has (i) received from any Regulatory Authority any criticisms, recommendations or suggestions of a material nature, and Borrower has no reason to believe that any such is contemplated, concerning the capital structure of any of the Subsidiaries, loan policies or portfolio, or other banking and business practices of any of the Subsidiaries that have not been resolved to the satisfaction of such Regulatory Authorities or (ii) entered into any memorandum of understanding or similar arrangement with any Regulatory Authority relating to any unsound or unsafe banking practice or conduct or any violation of law respecting the operations of the Borrower or the operations of any of the Subsidiaries.

Litigation and Compliance with Laws. The Borrower First Ozaukee and FOSB's institution-affiliated parties (as defined in 12 U.S.C. 1813(u)) with respect to participation in the Subsidiaries have complied affairs of First Ozaukee, are each in compliance with all material respects with all applicable federal federal, state, county and state municipal laws and regulations: regulations (ia) that regulate or are concerned in any way with its the business of banking or their banking and trust businessacting as a fiduciary, including without limitation including, but not limited to those laws and regulations relating to the investment of funds, lending the taking of moneydeposits, the extension of credit, the collection of interest, extension of credit, and the location and operation of banking facilities; , or (iib) that otherwise relate to or affect the business or assets of Borrower or any of the Subsidiaries FOSB or the assets owned, used or occupied by themit. Except to the extent previously as disclosed to Bank, in SCHEDULE 2.13, (i) there are no claims, actions, suits, orders, proceedings or proceedings governmental or regulator investigations pending, or or, to the best knowledge of BorrowerFirst Ozaukee, threatened against First Ozaukee, or contemplated against or affecting Borrower or any FOSB's institution-affiliated parties (in their capacities as such) with respect to their participation in the affairs of the SubsidiariesFirst Ozaukee, at law or in equity, or before any Regulatory Authorityfederal, state, municipal, administrative or other governmental authority or court, or before any arbitrator or arbitration panel, whether by contract or otherwise; and (ii) except as set forth in SCHEDULE 2.13, and there is no decree, judgment judgment, order, supervisory agreement, extraordinary supervisory letter, commitment letter, consent agreement or order memorandum of any kind understanding entered into or in existence against or restraining Borrower FOCC or any of the SubsidiariesFOSB, or any of FOSB's institution-affiliated parties with respect to their officers, employees or directors, participation in the affairs of First Ozaukee from taking any action actions of any kind in connection with the business of Borrower First Ozaukee or any of FOSB, as the Subsidiaries whichcase may be. First Ozaukee has not been advised by, if adversely determined, could reasonably be expected to have a material adverse effect on the Borrower’s consolidated financial condition. Except to the extent previously disclosed to the Bank, neither Borrower nor any of the Subsidiaries has (i) it received from any Regulatory Authority regulatory authority any criticismsnotice or, recommendations to the knowledge of First Ozaukee, threat of enforcement actions or suggestions of a material naturethat any regulatory authority is considering or requesting any regulatory agreement, and Borrower it has no reason to believe basis for believing that any such notice or, to the knowledge of First Ozaukee, threat not otherwise disclosed to Buyer is contemplated, concerning the capital structure of any of the Subsidiaries, loan policies or portfolio, or other banking and business practices of any of the Subsidiaries that have not been resolved to the satisfaction of such Regulatory Authorities or (ii) entered into any memorandum of understanding or similar arrangement with any Regulatory Authority relating to any unsound or unsafe banking practice or conduct or any violation of law respecting the operations of the Borrower or the operations of any of the Subsidiaries.

Litigation and Compliance with Laws. The Borrower and the ----------------------------------- Subsidiaries have complied in all material respects with and will continue to so comply with all applicable federal and state laws and regulations: (i) that regulate or are concerned in any way with its or their banking and trust business, including without limitation those laws and regulations relating to the investment of funds, lending of money, collection of interest, extension of credit, and location and operation of banking facilities; or (ii) otherwise relate to or affect the business or assets of Borrower or any of the Subsidiaries or the assets owned, used or occupied by them. Except to the extent previously disclosed to Bank, there are no claims, actions, suits, or proceedings pending, or to the best knowledge of Borrower, threatened or contemplated against or affecting Borrower or any of the Subsidiaries, at law or in equity, or before any Regulatory Authorityfederal, state or other governmental authority, or before any arbitrator or arbitration panel, whether by contract or otherwise, and there is no decree, judgment or order of any kind in existence against or restraining Borrower or any of the Subsidiaries, or any of their officers, employees or directors, from taking any action of any kind in connection with the business of Borrower or any of the Subsidiaries which, if adversely determined, could reasonably be expected to have a material adverse effect on the Borrower’s consolidated financial conditionSubsidiaries. Except to the extent previously disclosed to the Bank, neither Borrower nor any of the Subsidiaries has (i) received from any Regulatory Authority regulatory authority any criticisms, recommendations or suggestions of a material nature, and Borrower has no reason to believe that any such is contemplated, concerning the capital structure of any of the Subsidiaries, loan policies or portfolio, or other banking and business practices of any of the Subsidiaries that have not been resolved to the satisfaction of such Regulatory Authorities regulatory authorities or (ii) entered into any memorandum of understanding or similar arrangement with any Regulatory Authority federal or state regulator relating to any unsound or unsafe banking practice or conduct or any violation of law respecting the operations of the Borrower or the operations of any of the Subsidiaries.

Litigation and Compliance with Laws. The Borrower and the ----------------------------------- Subsidiaries have complied compiled in all material respects with and will continue to comply with all applicable federal and state laws and regulations: (ia) that regulate or are concerned in any way with its or their banking and trust businessbanking, including without limitation those laws and regulations relating to the investment of funds, lending of money, collection of interest, extension of credit, and location and operation of banking facilities; or (iib) otherwise relate to or affect the business or assets of Borrower or any of the Subsidiaries or the assets asset owned, used or occupied occupies by them. Except to the extent previously disclosed to Bank, there are no not claims, actions, suits, or proceedings pending, pending or to the best knowledge of Borrower, threatened or contemplated against or affecting Borrower or any of the Subsidiaries, at law or in equity, or before any Regulatory Authorityfederal, state or other governmental authority, or before any arbitrator or arbitration panel, whether by contract or otherwise, and there is no decree, judgment or order of any kind in existence against or restraining Borrower or any of the Subsidiaries, or any of their officers, employees or directors, from taking any action of any kind in connection with the business of Borrower or any of the Subsidiaries which, if adversely determined, could reasonably be expected to have a material adverse effect on the Borrower’s consolidated financial conditionSubsidiaries. Except to the extent previously disclosed to the Bank, neither Borrower nor any of the Subsidiaries has (ix) received from any Regulatory Authority regulatory authority any criticisms, recommendations or suggestions of a material nature, and Borrower has no reason to believe that any such is contemplated, concerning the capital structure of any of the Subsidiaries, loan policies or portfolio, or other banking and business practices of any of the Subsidiaries that have not been resolved to the satisfaction of such Regulatory Authorities regulatory authorities or (iiy) entered into any memorandum of understanding or similar arrangement with any Regulatory Authority federal or state regulator relating to any unsound or unsafe banking practice or conduct or any violation of law respecting the operations of the Borrower or the operations of any of the Subsidiaries.

Litigation and Compliance with Laws. The Borrower and the its Subsidiaries have complied in all material respects with and will continue to comply in all material respects with all applicable federal and state laws and regulations: (i) that regulate or are concerned in any way with its or their banking and trust business, including including, without limitation limitation, those laws and regulations relating to the investment of funds, lending of money, collection of interest, extension of credit, and location and operation of banking facilities; or (ii) otherwise relate to or affect the business or assets of the Borrower or any of the Subsidiaries or the assets owned, used or occupied by them. Except to the extent previously disclosed to Bankas set forth on Schedule 4.3 attached hereto, there are no claims, actions, suits, or proceedings pending, or to the best knowledge of the Borrower, threatened or contemplated against or affecting the Borrower or any of the its Subsidiaries, at law or in equity, or before any Regulatory Authority, or before any arbitrator or arbitration panel, whether by contract in which an adverse determination would have a material adverse effect on the financial condition, operation or otherwiseprospects of the Borrower or such Subsidiary, and there is no decree, judgment or order of any kind in existence against or restraining the Borrower or any of the its Subsidiaries, or any of their respective officers, employees or directors, from taking any action of any kind in connection with the business of the Borrower or any of the Subsidiaries which, if adversely determined, could reasonably be expected to have a material adverse effect on the Borrower’s consolidated financial conditionits Subsidiaries. Except to the extent previously disclosed to the Bankas set forth on Schedule 4.3 attached hereto, neither Borrower nor any of the its Subsidiaries has (i) received from any Regulatory Authority any criticisms, recommendations or suggestions of a material nature, and the Borrower has no reason to believe that any such is contemplated, concerning the capital structure of any of the its Subsidiaries, loan policies or portfolio, or other banking and business practices of any of the its Subsidiaries that have not been resolved to the satisfaction of such Regulatory Authorities or (ii) entered into any memorandum of understanding or similar arrangement with any Regulatory Authority that is currently in effect relating to any unsound or unsafe banking practice or conduct or any violation of law respecting the operations of the Borrower or the operations of any of its Subsidiaries. The Borrower further agrees that it shall, and shall cause each Subsidiary to, comply in all material respects with the Subsidiariesterms and conditions contained in any order, decree, memorandum of understanding or similar agreement entered into with or received from any Regulatory Authority.

Litigation and Compliance with Laws. The Borrower and the ----------------------------------- Subsidiaries have complied in all material respects with and will continue to comply in all material respects with all applicable federal and state laws and regulations: (i) that regulate or are concerned in any way with its or their banking and trust business, including without limitation those laws and regulations relating to the investment of funds, lending of money, collection of interest, extension of credit, and location and operation of banking facilities; or (ii) otherwise relate to or affect the business or assets of Borrower or any of the Subsidiaries or the assets owned, used or occupied by them. Except to the extent previously disclosed to the Bank, there are no claims, actions, suits, or proceedings pending, or to the best knowledge of Borrower, threatened or contemplated against or affecting Borrower or any of the Subsidiaries, at law or in equity, or before any Regulatory Authorityfederal, state or other governmental authority, or before any arbitrator or arbitration panel, whether by contract or otherwise, and there is no decree, judgment or order of any kind in existence against or restraining Borrower or any of the Subsidiaries, or any of their officers, employees or directors, from taking any action of any kind in connection with the business of Borrower or any of the Subsidiaries which, if adversely determined, could reasonably be expected to have a material adverse effect on the Borrower’s consolidated financial conditionSubsidiaries. Except to the extent previously disclosed to the Bank, neither Borrower nor any of the Subsidiaries has (ia) received from any Regulatory Authority regulatory authority any criticisms, recommendations or suggestions of a material nature, and Borrower has no reason to believe that any such is contemplated, concerning the capital structure of any of the Subsidiaries, loan policies or portfolio, or other banking and business practices of any of the Subsidiaries that have not been resolved to the satisfaction of such Regulatory Authorities regulatory authorities or (iib) entered into any memorandum of understanding or similar arrangement with any Regulatory Authority federal or state regulator relating to any unsound or unsafe banking practice or conduct or any violation of law respecting the operations of the Borrower or the operations of any of the Subsidiaries.