Common use of Regulatory Approvals; No Conflicts Clause in Contracts

Regulatory Approvals; No Conflicts. (1) No consents or approvals of, or filings or registrations with, any Governmental Authority or any third party are required to be obtained or made by Sellers or any of the Selling Subsidiaries in connection with the execution, delivery or performance by Sellers of this Agreement or to consummate the transaction contemplated hereby, except for consents, approvals, filings, applications, notices or registrations, and the termination of any applicable waiting periods, (A) under the Hart-Scott-Rodino Antitrust Imprxxxxxxxx Xxx xx 1976 ("HSR Act"), (B) to relevant state mortgage banking licensing or supervisory authorities, (C) to the VA, FHA, FNMA, FHLMC, GNMA and HUD, (D) under any applicable foreign laws or regulations or to any foreign Governmental Authority, (E) to the Board of Governors of the Federal Reserve System or any other federal or state bank regulatory agency, (F) as Previously Disclosed on Disclosure Schedule 4.02(c)(1) and (G) Third Party Consents where the failure to obtain such consents or approvals would not individually or in the aggregate have a Material Adverse Effect on the Business or on Sellers. As of the date hereof, Sellers have no Knowledge of any reason why the approvals or consents set forth as conditions to closing in Sections 7.01(a) will not be received in a timely manner.

Regulatory Approvals; No Conflicts. (1i) No consents or approvals of, or filings or registrations with, any Governmental Authority or any third party are required to be obtained or made by Sellers or any of the Selling Subsidiaries Subject Companies in connection with the execution, delivery or performance by Sellers and Subject Companies of this Agreement or to consummate the transaction contemplated hereby, except for consents, approvals, filings, applications, notices or registrations, and the termination of any applicable waiting periods, (A) under the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Imprxxxxxxxx Xxx xx Improvements Act of 1976 ("HSR Act"), (B) to relevant state mortgage banking licensing or supervisory authorities, (C) to the VA, FHA, FNMA, FHLMC, GNMA and HUD, (D) under any applicable foreign laws or regulations or to any foreign Governmental Authority, (E) to the Board of Governors of the Federal Reserve System or any other federal or state bank regulatory agency, (F) as Previously Disclosed on Disclosure Schedule 4.02(c)(14.02(c)(i) and (G) Third Party Consents where the failure to obtain such consents or approvals would not individually or in the aggregate have a Material Adverse Effect on the Business or on SellersSubject Companies. As of the date hereof, Sellers have no Knowledge of any reason why the approvals or consents set forth as conditions to closing in Sections 7.01(a8.01(a) will not be received in a timely manner.

Regulatory Approvals; No Conflicts. (1) No consents or approvals of, or filings or registrations with, any Governmental Authority or any third party are required to be obtained or made by Sellers or any of the Selling Subsidiaries in connection with the execution, delivery or performance by Sellers of this Agreement or to consummate the transaction contemplated hereby, except for consents, approvals, filings, applications, notices or registrations, and the termination of any applicable waiting periods, (A) under the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Imprxxxxxxxx Xxx xx Improvements Act of 1976 ("HSR Act"), (B) to relevant state mortgage banking licensing or supervisory authorities, (C) to the VA, FHA, FNMA, FHLMC, GNMA and HUD, (D) under any applicable foreign laws or regulations or to any foreign Governmental Authority, (E) to the Board of Governors of the Federal Reserve System or any other federal or state bank regulatory agency, (F) as Previously Disclosed on Disclosure Schedule 4.02(c)(1) and (G) Third Party Consents where the failure to obtain such consents or approvals would not individually or in the aggregate have a Material Adverse Effect on the Business or on Sellers. As of the date hereof, Sellers have no Knowledge of any reason why the approvals or consents set forth as conditions to closing in Sections 7.01(a) will not be received in a timely manner.