Common use of Regulatory Applications Clause in Contracts

Regulatory Applications. BUYER shall prepare and submit for filing, at no expense to SELLER, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 herein and for BUYER to operate the Offices following the Closing. BUYER shall provide SELLER with a draft copy of each application, filing, registration, and notification for SELLER's approval prior to filing, which approval by SELLER will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER in draft form within thirty (30) days from the date of this Agreement and filed by BUYER without delay following SELLER's approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLER, at SELLER's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER shall prepare and submit for ------------------------ filing, at no expense to SELLER, any and all applications, filings, filings and registrations with, and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 SECTION 6.1 ----------- herein and for BUYER to operate the Offices following the Closing; provided, however, that BUYER, in its sole discretion, shall be permitted to file applications to close and/or relocate either Office and SELLER shall cooperate with BUYER if BUYER elects to close or relocate either Office. BUYER shall provide SELLER with a draft copy of each applicationapplication (excluding confidential information), filing, registration, registration and notification for SELLER's approval prior to filing, which approval by SELLER will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER in draft form within thirty fifteen (3015) days from the date of this Agreement and filed by BUYER without delay following SELLER's approval of such applications; provided, however, that in no event will such applications be filed later than sixty thirty (6030) days from the date of this Agreement; provided further, that BUYER shall be permitted to file any closing and/or relocation applications when it deems necessary but the Closing shall not be unreasonably delayed if BUYER has not received the approval of such applications. Thereafter, BUYER shall pursue all such applications, filings, registrations, registrations and notifications diligently and in good faith, faith and shall file such supplements, amendments, amendments and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such the Closing and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLER, at SELLER's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER CNB shall prepare and submit for filing, at no expense to SELLERBANK ONE, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER CNB or any shareholder or affiliate of BUYER CNB for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 herein and for BUYER CNB to operate the Offices following the Closing. BUYER CNB shall provide SELLER BANK ONE with a draft copy of each application, filing, registration, and notification application for SELLERBANK ONE's approval prior to filing, which approval by SELLER BANK ONE will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER BANK ONE in draft form within thirty (30) days from the date of this Agreement and filed by BUYER CNB without delay following SELLERBANK ONE's approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER CNB shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing and for BUYER CNB to operate the Offices following the Closing. BUYER CNB shall deliver to SELLER BANK ONE evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER CNB shall also deliver to SELLER BANK ONE a copy of each material notice, order, opinion and other item of correspondence received by BUYER CNB from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLERBANK ONE, at SELLERBANK ONE's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER shall prepare and submit for filing, at no expense to SELLER, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at on the Closing as contemplated in Section 6.01 terms set forth herein and for BUYER to operate the Offices following the Closing. BUYER shall provide SELLER with a draft copy of each application, filing, registration, and notification for SELLER's ’s approval prior to filing, which approval by SELLER will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER in draft form within thirty (30) days from the date of this Agreement and filed by BUYER without delay following SELLER's ’s approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing on the terms set forth herein and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLER, at SELLER's ’s request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER shall prepare and submit for filing, at no expense to SELLERSELLERS, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities authorities, and all public notices, required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at on the Closing as contemplated in Section 6.01 terms set forth herein and for BUYER to operate the Offices Office following the Closing. BUYER shall provide SELLER SELLERS with a draft copy of each application, filing, registration, and notification for SELLER's SELLERS' approval prior to filing, which approval by SELLER SELLERS will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER SELLERS in draft form within thirty (30) days from the date of this Agreement and filed by BUYER without delay following SELLER's SELLERS' approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing on the terms set forth herein and for BUYER to operate the Offices Office following the Closing. BUYER shall deliver to SELLER SELLERS evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER SELLERS a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLERSELLERS, at SELLER's SELLERS' request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER shall prepare and submit for filing, at no expense to SELLERBANK ONE, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 herein and for BUYER to operate the Offices following the Closing. BUYER shall provide SELLER BANK ONE with a draft copy of each application, filing, registration, and notification for SELLERBANK ONE's approval prior to filing, which approval by SELLER BANK ONE will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER BANK ONE in draft form within thirty (30) days from the date of this Agreement and filed by BUYER without delay following SELLERBANK ONE's approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER BANK ONE evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER BANK ONE a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLERBANK ONE, at SELLERBANK ONE's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER shall prepare and submit for filing, at no expense to SELLER, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at on the Closing as contemplated in Section 6.01 terms set forth herein and for BUYER to operate the Offices following the Closing. BUYER shall provide SELLER with a draft copy of each application, filing, registration, and notification for SELLER's approval prior to filing, which approval by SELLER will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER in draft form within thirty (30) days from the date of this Agreement and filed by BUYER without delay following SELLER's approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing on the terms set forth herein and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLER, at SELLER's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER The Buyer shall prepare and submit for filing, at no expense use its Best Efforts to SELLER, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 herein and for BUYER to operate the Offices following the Closing. BUYER shall provide SELLER with a draft copy of each application, filing, registration, and notification for SELLER's approval prior to filing, which approval by SELLER will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER in draft form file within thirty forty-five (3045) days from the date hereof all applications, notices, requests for authorization or other documents with the appropriate federal, state or foreign bank regulatory authorities or other Governmental Entities, including, the Federal Reserve Board and the DFI, necessary to consummate the transactions contemplated by this Agreement, including the Merger (the "Regulatory Applications"). The Company shall cooperate and assist (and shall cause each Subsidiary of this Agreement the Company to cooperate and filed by BUYER without delay following SELLER's assist) with the Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. The Buyer shall use its Best Efforts to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications and to satisfy all conditions that may be required for the approval or authorization of such applicationsthe Regulatory Applications; provided, however, that the Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by the Buyer in no event will its sole discretion that such applications be filed later than sixty (60) days from conditions or restrictions would create a Material Adverse Effect with respect to the date Company or the Buyer or lessen the benefits of the transactions contemplated by this Agreement. ThereafterNotwithstanding anything herein to the contrary, BUYER in the event of an adverse or unfavorable determination by any Governmental Entity, or in the event the Merger is challenged or opposed by any Proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall pursue be made solely by the Buyer in its sole discretion. The Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to the Company or a Subsidiary of the Company to the Company promptly after such applicationsapplications are filed with the appropriate Governmental Entity. In advance of filing the Regulatory Applications, filings, registrationsthe Company and its counsel shall be provided with a reasonable opportunity to review all non-confidential potions thereof, and notifications diligently and in good faith, and the Buyer shall file consider all comments made by the Company or its counsel provided such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for comments relate to the Acquisition to be consummated at such Closing and for BUYER to operate Company. The Buyer shall advise the Offices following the Closing. BUYER shall deliver to SELLER evidence Company periodically of the filing status of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLER, at SELLER's the Regulatory Applications upon request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER Purchaser shall prepare and submit for filing, at no expense to SELLERSeller, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER Purchaser or any shareholder or affiliate of BUYER Purchaser for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 ARTICLE VI herein and for BUYER Purchaser to operate the Offices Branch Office following the Closing. BUYER Purchaser shall provide SELLER Seller with a draft copy evidence to Seller's and Seller's counsel's reasonable satisfaction of each application, filing, registration, and notification for SELLER's approval prior to filing, which approval by SELLER will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER in draft form within thirty (30) days from the date filing of this Agreement and filed by BUYER without delay following SELLER's approval of all such applications; provided, howeverfilings and registrations, that in no event will such applications all of which shall be filed later than made within sixty (60) days from the date of this Agreement. Thereafter, BUYER Purchaser shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition transactions contemplated hereby to be consummated at such Closing and for BUYER Purchaser to operate the Offices Branch Office following the Closing. BUYER Purchaser shall deliver to SELLER Seller evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER Purchaser shall also deliver to SELLER Seller a copy of each material notice, order, opinion and other item of correspondence received by BUYER Purchaser from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLER, Seller at SELLERSeller's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER shall prepare and submit for filing, at no expense to SELLERBANK ONE, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 herein and for BUYER to operate the Offices following the Closing. BUYER shall provide SELLER BANK ONE with a draft copy of each application, filing, registration, and notification application for SELLERBANK ONE's approval prior to filing, which approval by SELLER BANK ONE will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER BANK ONE in draft form within thirty (30) days from the date of this Agreement and filed by BUYER without delay following SELLERBANK ONE's approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER BANK ONE evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER BANK ONE a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLERBANK ONE, at SELLERBANK ONE's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER shall prepare and submit for filing, at no expense to SELLER, any and all applications, filings, and registrations with, with and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 6.1 herein and for BUYER to operate the Offices following the Closing. BUYER shall provide SELLER with a draft copy of each application, filing, registration, and notification for SELLER's approval prior to filing, which approval by SELLER will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER in draft form within thirty (30) days from the date of this Agreement not later than February 9, 1998 and filed by BUYER without delay following SELLER's approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this AgreementMarch 9, 1998. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLER, at SELLER's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER Premier shall prepare and submit for filing, at no expense to SELLERBANK ONE, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER Premier or any shareholder or affiliate of BUYER Premier for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 herein and for BUYER Premier to operate the Offices following the Closing. BUYER Premier shall provide SELLER BANK ONE with a draft copy of each application, filing, registration, and notification application for SELLERBANK ONE's approval prior to filing, which approval by SELLER BANK ONE will not be unreasonably withheld or delayed. BANK ONE's failure to act upon a draft application within five (5) business days from receipt therof will permit Premier to file the application without BANK ONE approval. Such applications will be submitted to SELLER BANK ONE in draft form within thirty (30) days from the date of this Agreement and filed by BUYER Premier without delay following SELLERBANK ONE's approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER Premier shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection 23 therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing and for BUYER Premier to operate the Offices following the Closing. BUYER Premier shall deliver to SELLER BANK ONE evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER Premier shall also deliver to SELLER BANK ONE a copy of each material notice, order, opinion and other item of correspondence received by BUYER Premier from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLERBANK ONE, at SELLERBANK ONE's request, of developments and progress with respect to such matters.