Common use of No Conflict; Licenses and Permits; Compliance with Laws and Regulations Clause in Contracts

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.

Appears in 4 contracts

Samples: Branch Purchase and Assumption Agreement, Branch Purchase and Assumption Agreement (Waccamaw Bankshares Inc), Branch Purchase and Assumption Agreement (First Bancorp /Nc/)

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No Conflict; Licenses and Permits; Compliance with Laws and Regulations. The execution, delivery and performance of this Agreement by Purchaser Seller does not, and will not, (i) violate any provision of its charter or by-laws orlaws, subject to the receipt of the Regulatory Approvals(ii) violate any law, rule or regulation, or (iii) violate or constitute a breach or contravention of or default under any law, rule, regulation, order, judgment, decree decree, ruling or filing order of any governmentcourt, government or governmental authority or court agency to which Purchaser Seller is subject or under any agreement or instrument of PurchaserSeller, or to which Seller is subject or is a party or by which Purchaser Seller is otherwise bound, or to which any of the Loans are subject, which violation, breach, contravention or defaultdefault referred to in this clause (iii) would have a Material Adverse Effect on Seller, 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 Seller has all material licenses, franchises, permits, permits certificates of public convenience, orders and other authorizations of all foreign, federal, federal state and local governments and governmental authorities necessary for the lawful conduct of its business at the Branches as it is now conducted and all such licenses, license franchises, permits, certificates of public convenience, orders and other authorizations will be authorizations, are valid and in good standing and and, to Seller's knowledge, are not subject to any suspension, modification or revocation or proceedings related thereto.

Appears in 1 contract

Samples: Loan Purchase Agreement (First Ipswich Bancorp /Ma)

No Conflict; Licenses and Permits; Compliance with Laws and Regulations. The Except as otherwise stated in this Agreement, the execution, delivery and performance of this Agreement by Purchaser Seller does not, and will not, (i) violate any provision of its charter or by-laws or, subject to the receipt of the Regulatory Approvals, bylaws or (ii) violate or constitute a breach or contravention of of, or default under under, any law, rule, regulation, order, judgment, decree decree, ruling or filing order of any governmentcourt, government or governmental authority or court agency to which Purchaser Seller is subject or under any agreement or instrument of PurchaserSeller, or by to which Purchaser Seller is otherwise bounda party (except for any required consents of other parties under Assumed Contracts in respect of the transactions herein contemplated), which violation, breach, contravention or default, individually or default referred to in the aggregate, this clause (iii) could be expected to result in would have a Material Adverse Effect or (ii) could impair the validity or consummation of this Agreement or the transactions contemplated herebyEffect. On the Closing Date Purchaser shall have 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 each of the Branches as now conducted, except for those licenses, franchises, permits, certificates of public convenience, orders and all other authorizations the failure of which to obtain would not have a Material Adverse Effect. All such licenses, franchises, permits, certificates of public convenience, orders and other authorizations will be authorizations, are valid and in good standing and are not subject to any suspension, modification or revocation or proceedings related thereto.

Appears in 1 contract

Samples: Branch Purchase and Assumption Agreement (Rurban Financial Corp)

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No Conflict; Licenses and Permits; Compliance with Laws and Regulations. The Except as otherwise stated in this Agreement, the execution, delivery and performance of this Agreement by Purchaser Seller does not, and will not, (i) violate any provision of its charter or by-laws or, subject bylaws or (ii) to the receipt of the Regulatory ApprovalsSeller's knowledge, violate or constitute a breach or contravention of of, or default under under, any law, rule, regulation, order, judgment, decree decree, ruling or filing order of any governmentcounty, government or governmental authority or court agency to which Purchaser Seller is subject or under any agreement or instrument of PurchaserSeller, or by to which Purchaser Seller is otherwise bounda party (except for any required consents of Lessors under the Leases or of other parties under Assumed Contracts in respect of the transactions herein contemplated), which violation, breach, contravention or default, individually or default referred to in the aggregate, this clause (iii) could be expected to result in would have a Material Adverse Effect or (ii) could impair the validity or consummation of this Agreement or the transactions contemplated herebyEffect. On the Closing Date Purchaser shall have 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 each of the Branches and all as now conducted. All such licenses, franchises, permits, certificates of public convenience, orders and other authorizations will be authorizations, are valid and in good standing and and, to Seller's knowledge, are not subject to any suspension, modification or revocation or proceedings related thereto.

Appears in 1 contract

Samples: Branch Purchase and Assumption Agreement (Intrust Financial Corp /)

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