No Violations; Consents. The execution, delivery and performance of this Agreement by NASB Holding and Acquisition Sub do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which NASB Holding, Acquisition Sub or any of their respective Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the articles of incorporation or bylaws of NASB Holding or Acquisition Sub or the similar organizational documents of any of their respective Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NASB Holding or Acquisition Sub or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NASB Holding or Acquisition Sub or any of their respective Subsidiaries is a party, or to which any of their respective properties or assets may be subject. The consummation by NASB Holding and Acquisition Sub of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, or instrument, other than (w) the approval of NASB Holding as the sole shareholder of Acquisition Sub, (x) the approval of the OTS under the HOLA, (the "Requisite Regulatory Approvals"), and (y) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NASB Holding and Acquisition Sub know of no reason pertaining to NASB Holding or Acquisition Sub why any of the approvals referred to in this Section 2.4(d) should not be obtained without undue delay or the imposition of any material condition or restriction described in the last sentence of Sec...
No Violations; Consents. Except as set forth on Schedule 7.3, the execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements to which Purchaser is a party and the consummation of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) violate any provision of the charter or bylaws of Purchaser, (ii) except with respect to notices and consents required to be given by Purchaser to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Business, violate, or require any consent, authorization or approval of, or exemption by, or filing under any provision of any contract, law, statute, rule or regulation to which Purchaser is subject, (iii) violate any judgment, order, writ or decree of any court applicable to Purchaser, (vi) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreement, contract, commitment, lease or other instrument, document or undertaking to which Purchaser is a party or (v) result in the creation or imposition of any Encumbrance upon its assets.
No Violations; Consents. (a) The execution, delivery and performance of this Warrant by the Company does not, and the consummation by the Company of the transactions contemplated hereby, and compliance by the Company with the provisions of this Warrant will not conflict with, or result in any violation or breach by the Company of the governing documents of the Company or any of its Subsidiaries.
(b) Except as required by the Securities Act of 1933, as amended, or under any applicable “blue sky” or state securities law then in effect (if applicable), no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Person is required in connection with the execution, delivery and performance of this Warrant.
No Violations; Consents. (a) Except as listed on Schedule 3.3(a) of the Company Disclosure Schedule, neither the execution and delivery by Seller of this Agreement and the other agreements or documents contemplated hereby nor the consummation of the transactions contemplated herein or therein in accordance with the terms hereof or thereof will:
(i) conflict with or result in a breach of any provisions of the articles of incorporation or by-laws (or other similar constituent documents with respect to any Person other than a corporation) of Seller or the Acquired Companies; or
(ii) violate any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to Seller or any of the Acquired Companies or their respective properties or assets.
(b) Except as listed on Schedule 3.3(b) of the Company Disclosure Schedule, no consent, approval or authorization of, or declaration, filing or registration with, any Governmental Entity or any other Person is required to be made by or with respect to Seller or any of the Acquired Companies in connection with the execution, delivery and performance of this Agreement or the other agreements or documents contemplated hereby or the consummation of the transactions contemplated hereby or thereby, or conduct by the Acquired Companies of their respective businesses following the Closing as conducted on the date hereof, other than those that may be required solely by reason of Buyer's participation in the transactions contemplated hereby and except where the failure to obtain such consent, approval or authorization of, or declare, file or register has not and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies.
No Violations; Consents. (i) The execution, delivery and performance of this Agreement by Richmond County do not, and the consummation of the transactions contemplated hereby will not, constitute (A) assuming the consents and approvals referred to in SECTION 2.3(C)(II) are obtained, a violation of any law, rule or regulation or any judgment, decree, order, governmental permit or license to which Richmond County or any of its subsidiaries (or any of their properties) is subject; (B) a violation of the certificate of incorporation or bylaws of Richmond County or any of its subsidiaries; or (C) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Richmond County under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which Richmond County is a party, or to which any of its properties or assets may be subject, except, in the case of (C), for any such breaches, violations or defaults that xxxx not, individually or in the aggregate, have a Material Adverse Effect on Richmond County.
(ii) Except for (A) the filing of an application with the OTS, under HOLA, and approval of such application, (B) the approval of the Banking Board of the State of New York ("BANKING BOARD") under Section 143-b of the Banking Law of the State of New York ("BANKING LAW"), the approval of the Superintendent of Banks of the State of New York (the "SUPERINTENDENT") under Section 601 of the Banking Law, and any other requirement of the Banking Board or the Superintendent, (C) the filing of any necessary notice or approval of the NJBD, (D) the approval of the FDIC under the FDIA, and (E) the filing of a certificate of merger with the Delaware Secretary of State pursuant to the DGCL, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary in connection with the execution and delivery by Richmond County and Acquisition Sub of this Agreement or the consummation by Richmond County, Richmond County Savings and Acquisition Sub of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. As of the date hereof, the executive off...
No Violations; Consents. Entering into this Agreement and consummating the transactions contemplated hereby, including the purchase of the Shares, will not (i) violate any judgment, decree, order, statute, rule, or regulation to which the Corporation is subject; or (ii) require any authorization or approval which has not yet been obtained.
No Violations; Consents. Except as set forth in Schedule 3.4, neither the execution, delivery or performance of this Agreement or the Escrow Agreement, nor the consummation of the Transaction will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of (i) any of the provisions of the Governing Documents of either Seller, or (ii) any resolution adopted by the equity owners, the board of directors, the managers or any committee thereof of either Seller;
(b) contravene, conflict with or result in a violation of, or give any Government Entity or other Person the right to challenge the Transaction or to exercise any remedy or obtain any relief under, any Law or any Order to which either Seller, or any of the assets owned or used by either Seller, is subject;
(c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Government Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorizations that are held by either Seller;
(d) result in a breach of, or result in a default under, any provision of any Contract that constitutes a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract, (iii) accelerate the maturity or performance of any obligation under any such Contract, or (iv) cancel, terminate or modify any term of any such Contract; or
(e) result in the imposition or creation of any Encumbrance upon or with respect to any Transferred Asset, except to the extent arranged or facilitated by, through or on behalf of Buyer or any Affiliate thereof. Except as may be required by the Delaware General Corporation Law and except as set forth in Schedule 3.4, Sellers are not, have not and will not be required to make any filing with or give any notice to, or to obtain any Authorizations from, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Transaction. For purposes of this Agreement, Sellers will be deemed to be or to have been “required” to obtain an Authorization if the failure to obtain such Authorization could reasonably be expected to (i) result in the imposition of any Liability or obligation on, or the expansion of any Liability or obligation of, such Seller under applicable Laws or contractual obligations...
No Violations; Consents. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time, or both) (i) violate any provision of the certificate of incorporation or bylaws of Buyer, (ii) violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which Buyer is subject, (iii) violate any judgment, order, writ or decree of any court applicable to Buyer, (iv) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any contract, agreement or instrument to which Buyer is a party or any of its assets is bound or (v) result in the creation or imposition of any Encumbrance upon its assets, other than upon the Purchase Assets. In particular, the Buyer represents that it has all Permits necessary to allow the Business to be operated on and after the Closing Date without the necessity of transferring or assigning any Permits from the Seller to the Buyer.
No Violations; Consents. Except as set forth on SCHEDULE 7.3, the execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements to which Purchaser is a party and the consummation of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) violate any provision of the charter or bylaws of Purchaser, (ii) except with respect to notices and consents required to be given by Purchaser to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Business, violate, or require any consent, authorization or approval of, or exemption by, or filing under any provision of any contract, law, statute, rule or regulation to which Purchaser is subject, (iii) violate any judgment, order, writ or decree of any court applicable to Purchaser, (vi) conflict with, result in a breach of, constitute a default under (or a default that might, with the passage of time or the giving of notice or both, constitute a default), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreement, contract, commitment, lease or other instrument, document or undertaking to which Purchaser is a party or (v) result in the creation or imposition of any Encumbrance upon its assets.
No Violations; Consents. Except for any Post-Closing Consents, Required Third Party Consents, or the transfer of the Existing Permits, the execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements do not, and consummation of the transactions contemplated hereby and thereby will not (a) violate, conflict with, or result in any breach of any provision of the Governing Documents of Buyer; (b) violate, conflict with or result in a violation or breach of, or constitute a default under, any of the material terms, conditions or provisions of any Contract, or other instrument or obligation, to which Buyer is a party or by which Buyer or any material portion of its assets is bound; or (c) violate any applicable Law binding upon Buyer or by which it or any of its assets are bound. No Consent of any Governmental Entity or any other Person is required to be obtained by Buyer in connection with the execution, delivery and performance of this Agreement and the other Ancillary Agreements to which Buyer is a party or the consummation of the transactions contemplated hereby and thereby, except for (i) transfer of Existing Permits, (ii) the Required Third Party Consents and (iii) Post-Closing Consents.
