Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Farmers or any of its subsidiaries in connection with the execution, delivery or performance by Farmers of this Agreement or to consummate the Merger except for (A) the filing of applications or notices, as applicable, with and the approval of certain federal banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the certificates of merger with the OSS and the DSS pursuant to the OGCL and DGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Farmers Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Farmers is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory and shareholder approvals and other actions referred to in paragraphs 5.04(d) and (e) and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Farmers or of any of its subsidiaries or to which Farmers or any of its subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or Code of Regulations (or similar governing documents) of Farmers or any of its subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i1) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Farmers the Acquiror or any of its subsidiaries Subsidiaries in connection with the execution, delivery or performance by Farmers the Acquiror of this Agreement or to consummate the Merger except for (A) the filing of applications or and notices, as applicable, with the OTS, the NJBD and the approval of certain federal banking authoritiesFDIC with respect to the Merger and the Subsidiary Combination; (B) approval of the listing on the NYSE of the Acquiror Common Stock to be issued in the Merger (and related Acquiror Rights); (C) the filing and declaration of effectiveness of the Registration Statement; (CD) the filing of the certificates a certificate of merger with the OSS and Secretary of State of the DSS State of Delaware pursuant to the OGCL DGCL and DGCLthe filing of a certificate of merger with the Secretary of State of the State of New Jersey pursuant to the NJBCA; and (DE) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Farmers Acquiror Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Farmers the Acquiror is not aware of any reason why the approvals set forth in Section 7.01(b) of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b). (ii2) Subject to receipt of the regulatory and shareholder approvals and other actions referred to in paragraphs 5.04(d) and (e) approvals, and expiration of the related waiting periods, referred to in the preceding paragraph and the making of all required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument Contract of Farmers the Acquiror or of any of its subsidiaries Subsidiaries or to which Farmers the Acquiror or any of its subsidiaries Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles certificate of incorporation or Code of Regulations by-laws (or similar governing documents) of Farmers the Acquiror or any of its subsidiariesSubsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i1) No consents or approvals of, or filings or registrations with, or notice to, or authorizations, permits or declarations of, any Governmental Authority or with any third party other Person are required to be made or obtained by Farmers it or any of its subsidiaries Subsidiaries in connection with the execution, delivery or performance by Farmers it of this Agreement or to consummate the Merger except for (A) the filing of applications or notices, as applicableand expiration of the related waiting period, with and under the approval of certain federal banking authorities; HSR Act, (B) filings of applications and notices with, and receipt of approvals or nonobjections from, the filing SEC and declaration state securities authorities, the National Association of effectiveness of the Registration Statement; (C) the filing of the certificates of merger with the OSS Securities Dealers, Inc. and the DSS pursuant to the OGCL and DGCL; Nasdaq, (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with Securities Act and the issuance of Farmers Common Stock in the Merger; and Exchange Act, (E) receipt of the applicable stockholder approvals set forth described in Section 7.01(bSections 5.03(f) and 6.01(e). As , and (F) the filing of the date hereof, Farmers is not aware Certificates of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)Merger. (ii2) Subject to receipt of the regulatory and shareholder approvals and other actions referred to in paragraphs 5.04(d) and (e) and expiration of the related waiting periods, and required filings under federal and state securities laws, the The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under (or an event which with notice or lapse of time or both would become a default), result in any loss of any benefit under, or give rise to any Lien, any acceleration of remedies or any penalty, increase any benefit or right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture indenture, note, mortgage, lease or other contract, commitment, agreement or instrument of Farmers to which it or of any of its subsidiaries Subsidiaries or to which Farmers it or any of its subsidiaries Subsidiaries or its or their properties is subject or bound, (B) conflict with, constitute a breach or violation of, or a default under, the articles its Constituent Documents or those of incorporation or Code of Regulations (or similar governing documents) of Farmers or any of its subsidiaries, Subsidiaries or (C) assuming that the regulatory consents, approvals, authorizations, permits and declarations described in Section 5.03(g)(1) have been obtained and all filings and notifications described in Section 5.03(g)(1) have been made and the expiration or termination of related waiting periods, conflict with, violate or require any consent or approval under any such lawLaw applicable to it or its Subsidiaries or by which any of its or its Subsidiaries' property or assets is bound. (3) As of the date hereof, rule, regulation, judgment, decree, order, governmental it is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit or license, agreement, indenture or instrumentconsummation of the Mergers.

Regulatory Approvals; No Defaults. (i1) No Other than as set forth on Buyer Disclosure Schedule 4.04(c), no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be obtained or made or obtained by Farmers Buyer or any of its subsidiaries Subsidiaries in connection with the execution, delivery or performance by Farmers Buyer of this Agreement or to consummate the Merger Purchase, except for filings, applications or notices (by any of Buyer, Parent, or ERC), and the termination of any applicable waiting periods, (A) under the filing of applications or noticesHSR Act, as applicable, with and the approval of certain federal banking authorities; (B) to the filing and declaration Board of effectiveness Governors of the Registration Statement; Federal Reserve System, the OCC or any other Regulatory Authority, and (C) the filing of the certificates of merger with the OSS and the DSS pursuant under any applicable foreign laws or regulations or to the OGCL and DGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Farmers Common Stock in the Merger; and (E) receipt of the approvals set forth in Section 7.01(b)any foreign Governmental Authority. As of the date hereof, Farmers is not aware Buyer has no Knowledge of any reason why the approvals or consents set forth as conditions to closing in Section 7.01(bSections 6.01(a) and 6.01(b) hereof will not be received without the imposition of in a condition, restriction or requirement of the type described in Section 7.01(b)timely manner. (ii2) Subject to receipt of the regulatory and shareholder approvals and other actions referred to in paragraphs 5.04(d) and (e) the preceding paragraph, and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or contract, agreement, indenture or instrument of Farmers Buyer or of any of its subsidiaries Subsidiaries or to which Farmers Buyer or any of its subsidiaries Subsidiaries or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles certificate of incorporation or Code of Regulations by-laws (or similar governing documents) of Farmers Buyer or any of its subsidiariesSubsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, contract, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Farmers Company or any of its subsidiaries Subsidiaries in connection with the execution, delivery or performance by Farmers Company of this Agreement or to consummate the Merger except for (A) the filing filings of applications or noticesnotices with federal banking authorities, as applicable, (B) filings with the SEC and state securities authorities and the approval of certain federal banking authorities; (B) this Agreement by the filing stockholders of Company, and declaration of effectiveness of the Registration Statement; (C) the filing of the certificates articles of merger with the OSS and the DSS Corporation Division pursuant to the OGCL UBCA and DGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws a certificate of various states in connection merger with the issuance of Farmers Common Stock in Delaware Secretary pursuant to the Merger; and (E) receipt of the approvals set forth in Section 7.01(b)DGCL. As of the date hereof, Farmers Company is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory and shareholder approvals and other actions referred to in paragraphs 5.04(d) the preceding paragraph, and (e) and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or 21 instrument of Farmers Company or of any of its subsidiaries Subsidiaries or to which Farmers Company or any of its subsidiaries Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation Company Certificate or Code of Regulations (or similar governing documents) of Farmers or any of its subsidiariesthe Company By-Laws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Farmers Company or any of its subsidiaries Subsidiaries in connection with the execution, delivery or performance by Farmers Company or Company Bank of this Agreement and the Agreement of Bank Merger or to consummate the Merger or the Bank Merger except for (A) filings with the filing of applications or notices, as applicable, with SEC and state securities authorities and the approval of certain federal banking authorities; this Agreement by the shareholders of Company and (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the certificates articles of merger with the OSS and the DSS Corporation Division pursuant to the OGCL UBCA and DGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws an agreement of various states in connection merger with the issuance of Farmers Common Stock in California Secretary pursuant to the Merger; and (E) receipt of the approvals set forth in Section 7.01(b)CGCL. As of the date hereof, Farmers is not aware Company has no knowledge of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory and shareholder approvals and other actions referred to in paragraphs 5.04(d) the preceding paragraph, and (e) and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and Agreement of Bank Merger and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Farmers Company or of any of its subsidiaries Subsidiaries or to which Farmers Company or any of its subsidiaries Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Company Articles or the Company By-Laws or the articles of incorporation or Code by-laws of Regulations (or similar governing documents) of Farmers or any of its subsidiariesCompany Bank, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Farmers United or any of its subsidiaries Significant Subsidiaries in connection with the execution, delivery or performance by Farmers United of this Agreement or to consummate the Merger except for (A) the filing of applications or applications, notices, and the Agreement to Merge, as applicable, with and the approval of certain federal banking authoritiesRegulatory Authorities to approve the transactions contemplated by this Agreement; (B) the filing and declaration of effectiveness filings of the Registration Statement; (C) the filing of the certificates certificate of merger with the OSS and the DSS pursuant to the OGCL and DGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Farmers Common Stock in the MergerOGCL; and (EC) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Farmers United is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b), or reason why the Closing Date and Parent Merger would not occur by the date set forth in Section 8.01(c). (ii) Subject to receipt of the regulatory and shareholder approvals and other actions referred to set forth in paragraphs 5.04(d) and (e) and Section 7.01(b), the expiration of the related regulatory waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and 32 will not (A) constitute result in a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Farmers United or of any of its subsidiaries Significant Subsidiaries or to which Farmers United or any of its subsidiaries Significant Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation United Articles or Code of Regulations (or similar governing documents) of Farmers or any of its subsidiariesUnited Regulations, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Farmers F&M or any of its subsidiaries Subsidiaries in connection with the execution, delivery or performance by Farmers F&M of this Agreement and by F&M Bank of the Bank Merger Agreement or to consummate the Merger Transaction, except for (A) the filing filings of applications or noticesnotices with, and approvals or waivers by, the FRB, the FDIC, the OCC and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the issuance of F&M Common Stock in the Merger, and the approval of certain federal banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of (1) the certificates Certificate of merger Merger with the OSS and Secretary of State of the DSS State of Delaware pursuant to the OGCL and DGCL; , (D2) such filings the Certificate of Merger, as are required to be made or approvals as are required to be obtained under certified by the securities or "Blue Sky" laws Secretary of various states in connection State of the State of Delaware, with the issuance Secretary of Farmers Common Stock in State of the Merger; State of California pursuant to the CGCL, and (E3) receipt the Bank Merger Agreement with the Secretary of State of the approvals set forth in Section 7.01(b)State of California and the DBO pursuant to the CGCL and CFC. As of the date hereof, Farmers F&M is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents, approvals, waivers and shareholder approvals and other actions filings referred to in paragraphs 5.04(d) and (e) the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by F&M and the Bank Merger Agreement by F&M Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Farmers F&M or of any of its subsidiaries Subsidiaries or to which Farmers F&M or any of its subsidiaries Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or Code of Regulations bylaws (or similar governing documents) of Farmers F&M or any of its subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Farmers SFG or any of its subsidiaries Subsidiaries in connection with the execution, delivery or performance by Farmers SFG of this Agreement or to consummate the Merger except for (A) the filing of applications applications, notices, or noticesthe Agreement to Merge, as applicable, with the federal and the approval of certain federal state banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the certificates certificate of merger with the OSS and the DSS PSS pursuant to the OGCL and DGCLthe PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Farmers SFG Common Stock in the Parent Merger; and (E) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Farmers SFG is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory and shareholder approvals and other actions requirements referred to in paragraphs 5.04(d) and (e) the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Farmers SFG or of any of its subsidiaries Subsidiaries or to which Farmers SFG or any of its subsidiaries Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or Code of Regulations (or similar governing documents) of Farmers SFG or any of its subsidiariesSubsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Farmers PPBI or any of its subsidiaries Subsidiaries in connection with the execution, delivery or performance by Farmers PPBI and Pacific Premier of this Agreement or to consummate the Merger Transaction, except for (A) the filing filings of applications or noticesnotices with and approvals or waivers by the FRB and the DFI, as required, (B) filings with the SEC and state securities authorities, as applicable, with and the approval of certain federal banking authorities; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filing of the certificates of merger with the OSS and the DSS pursuant to the OGCL and DGCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Farmers PPBI Common Stock in the Merger; , (C) approval of listing of such PPBI Common Stock on the Nasdaq and (ED) receipt the filing of the approvals set forth in Section 7.01(b)Agreement and Agreement of Merger with the Secretary of State of the State of California and the DFI pursuant to the CGCL and CFC. As of the date hereof, Farmers PPBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory consents, approvals, waivers and shareholder approvals and other actions filings referred to in paragraphs 5.04(d) and (e) the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by PPBI and Pacific Premier and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Farmers PPBI or of any of its subsidiaries Subsidiaries or to which Farmers PPBI or any of its subsidiaries Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the articles of incorporation or Code of Regulations bylaws (or similar governing documents) of Farmers PPBI or any of its subsidiaries, Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.