No Conflict; Licenses and Permits; Compliance with Laws and Regulations. The execution, delivery and performance of this Agreement by Purchaser does not, and will not, violate any provision of its charter or by-laws or, subject to the receipt of the Regulatory Approvals, violate or constitute a breach or contravention of or default under any law, rule, regulation, order, judgment, decree or filing of any government, governmental authority or court to which Purchaser is subject or under any agreement or instrument of Purchaser, or by which Purchaser is otherwise bound, which violation, breach, contravention or default, individually or in the aggregate, (i) could be expected to result in a Material Adverse Effect or (ii) could impair the validity or consummation of this Agreement or the transactions contemplated hereby. On the Closing Date Purchaser shall have all material licenses, franchises, permits, certificates of public convenience, orders and other authorizations of all foreign, federal, state and local governments and governmental authorities necessary for the lawful conduct of its business at the Branches and all such licenses, franchises, permits, certificates of public convenience, orders and other authorizations will be valid and in good standing and not subject to any suspension, modification or revocation or proceedings related thereto.
No Conflict; Licenses and Permits; Compliance with Laws and Regulations. The execution, delivery, and performance of this Agreement by Seller does not, and will not, violate any provision of its charter or by-laws or, subject to the receipt of the Regulatory Approvals, violate or constitute a breach of, or default under, any law, rule, regulation, judgment, decree, ruling, or order of any court, government, or governmental agency to which Seller is subject. The execution, delivery, and performance of this Agreement by Seller does not, and will not, violate or constitute a breach of, or default under, any agreement or instrument of Seller, or to which Seller is subject or is a party or by which Seller is otherwise bound, or to which the Branch is subject or to which the Assets, Assumed Deposits, or Assumed Contracts (except for any required consents under Assumed Contracts in respect of the transactions herein contemplated) are subject, which violation, breach, or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Seller has all material licenses, franchises, permits, certificates of public convenience, orders, and other authorizations of all foreign, federal, state, and local governments and governmental authorities necessary for the lawful conduct of its business at the Branches as now conducted, and all such authorizations are valid and in good standing and are not subject to any proceedings for suspension, modification, or revocation.
No Conflict; Licenses and Permits; Compliance with Laws and Regulations. The execution, delivery and performance of this Agreement by Seller does not, and will not, (i) violate any provision of its charter or by-laws or (ii) subject to the receipt of the Regulatory Approvals, violate or constitute a breach of, or default under, any law, rule, regulation, judgment, decree, ruling or order of any court, government or governmental agency to which Seller is subject or under any agreement or instrument of Seller, or to which Seller is subject or is a party or by which Seller is otherwise bound, or to which any of the Assets, Assumed Deposits, or Assumed Contracts (except for any required consents under Assumed Contracts in respect of the transactions herein contemplated) or the Branches are subject, which violation, breach, contravention or default referred to in this clause would have a Material Adverse Effect, individually or in the aggregate. Seller has all material licenses, franchises, permits, orders and other authorizations of all foreign, federal, state and local governments and governmental authorities necessary for the lawful conduct of its business at the Branches as now conducted and all such licenses, franchises, permits, certificates of public convenience, orders and other authorizations are valid and in good standing and are not subject to any suspension, modification or revocation or proceedings related thereto.
No Conflict; Licenses and Permits; Compliance with Laws and Regulations. Except as otherwise expressly stated in this Agreement, the execution, delivery, and, subject to the Regulatory Approvals, the performance of this Agreement by Purchaser does not, and will not (i) violate any provision of its charter or by-laws, (ii) constitute or result in a material breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, any material agreement of Purchaser, or (iii) to Purchaser’s knowledge, violate or constitute a breach or contravention of or default under any law, rule, regulation, order, judgment, decree or filing of or agreement with any government, governmental authority or court to which Purchaser is subject or under any agreement or instrument of Purchaser, or to which Purchaser is otherwise bound, which violation, breach, contravention or default, individually or in the aggregate, (x) could be expected to prevent or impair the ability of Purchaser to perform its obligations under this Agreement, or (y) could impair the validity or consummation of this Agreement or the transactions contemplated hereby.
No Conflict; Licenses and Permits; Compliance with Laws and Regulations. The execution, delivery and performance of this Agreement by Purchaser does not, and will not, violate any provision of its charter or by-laws or violate or constitute a breach or contravention of or default under any law, rule, regulation, order, judgment, decree or filing of any government, governmental authority or court to which Purchaser is subject or under any agreement or instrument of Purchaser, or to which Purchaser is otherwise bound, which violation, breach, contravention or default, individually or in the aggregate, (i) could be expected to prevent or impair the ability of Purchaser to perform its obligations under this Agreement in any material respect or (ii) could impair the validity or consummation of this Agreement or the transactions contemplated hereby.
No Conflict; Licenses and Permits; Compliance with Laws and Regulations. The execution, delivery, and performance of this Agreement by Purchaser does not, and will not, violate any provision of its charter or by-laws or, subject to the receipt of the Regulatory Approvals, violate or constitute a breach or contravention of, or default under, any law, rule, regulation, order, judgment, decree, or filing of any government, governmental authority, or court to which Purchaser is subject. The execution, delivery, and performance of this Agreement by Purchaser does not, and will not, violate or constitute a breach of, or default under, any agreement or instrument of Purchaser, or by which Purchaser is otherwise bound, which violation, breach, or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. On the Closing Date, Purchaser shall have all material licenses, franchises, permits, certificates of public convenience, orders, and other authorizations of all foreign, federal, state, and local governments and governmental authorities necessary for the lawful conduct of its business at the Branches purchased by Purchaser hereunder.
No Conflict; Licenses and Permits; Compliance with Laws and Regulations. The execution, delivery and performance of this Agreement by Purchaser does not, and will not (i) violate any provision of its charter or by-laws, (ii) violate any law, rule or regulation, or (iii) violate or constitute a breach of or default under any order, judgment, decree or filing of any government, governmental authority or court to which Purchaser is subject or under any agreement or instrument of Purchaser, or to which Purchaser is otherwise bound, which violation, breach, or default referred to in this clause (iii) would have Material Adverse Effect on Purchaser, individually or in the aggregate.
No Conflict; Licenses and Permits; Compliance with Laws and Regulations. The execution, delivery and performance of this Agreement by Seller does not, and will not, (i) violate any provision of its charter or by-laws or (ii) violate or constitute a breach of, or default under, any law, rule, regulation, judgment, decree, ruling or order of any court, government or governmental agency to which Seller is subject or under any agreement or instrument of Seller, or to which Seller is subject or is a party or by which Seller is otherwise bound, or to which any of the Money Desk CDs are subject, which violation, breach, contravention or default referred to in this clause would have a Material Adverse Effect, individually or in the aggregate. Seller has all material licenses, franchises, permits, certificates of public convenience, orders and other authorizations of all federal, state and local governments and governmental authorities necessary for the lawful conduct of its business at its banking offices as now conducted and all such licenses, franchises, permits, certificates of public convenience, orders and other authorizations are valid and in good standing and are not subject to any suspension, modification or revocation or proceedings related thereto.
