Regulatory Compliance Conversion and Transition Matters Sample Clauses

Regulatory Compliance Conversion and Transition Matters. 24 (a) Regulatory Filings by Buyer and Approvals 24 (b) Transitional Arrangements 24 (c) Customers 25 (d) Contracts with Depositors 25 (e) Direct Deposits 25 (f) Direct Debits 26 (g) Interest Reporting and Withholding 26 (h) Negotiable Instruments 27 (i) ATM/Debit Cards; POS Cards 27 (j) Data Processing Agreement and Hardware 28 (k) Loan Collections 28 (l) Access to Properties, Books and Records 28 (m) Employees and Employee Benefits 29 (n) Transitional Matters 30 (o) Assumption of IRAs 30 (p) Title Insurance 30 (q) Overdrafts 31 15. Name Change, etc. 31 16. Contracts 32 17. Indemnification 32 (a) Survival of Representations, Warranties and Covenants 32 (b) Indemnification by Seller 33 (c) Indemnification by Buyer 33 TABLE OF CONTENTS (continued) Page (d) Indemnification Procedures 33 (e) Limitations on Indemnification with Respect to Representations and Warranties 35 (f) Exclusive Remedy 35 18. Taxes 35 19. No Partnership or Joint Venture 35 20. Further Assurances 35 21. Amendment; Waiver 36 22. Termination of Agreement 36 (a) Mutual Agreement 36 (b) Legal Proceeding 36 (c) Representation, Warranty, Covenant or Other Agreement 36 (d) After Specified Date 36 (e) Failure of Regulatory Approval 36 (f) Insolvency Proceeding 37 23. Responsibilities Upon Termination 37 24. Entire Agreement 37 25. Notices 37 26. Governing Law and Jurisdiction 38 27. Descriptive Headings 38 28. Parties in Interest; Third Party Beneficiaries 38 29. Expenses and Brokers 38 30. Specific Performance 38 31. Assignability 39 32. Counterparts 39 33. Press Releases 39 34. Confidentiality 39 35. Disclosure Schedules 40 36. Jury Waiver 40 37. Severability 40 List of Schedules to the Agreement and Exhibits Schedules to the Agreement Schedule 1(a)(1) Premises Schedule 1(a)(4) Prepaid Expenses Schedule 1(a)(5) Assigned Loans Schedule 1(a)(6) Assigned Contracts Schedule 1(a)(7) Safe Deposit Agreements Schedule 2(a)(1) Deposit Liabilities Schedule 2(a)(5) Accrued Liabilities Schedule 14(m) Branch Employees Schedule 14(n) Transitional Matters Schedule X-1 List of ATMs Schedule X-2 Branches Schedule X-3 Knowledge Groups (Seller and Buyer) Schedule X-4 Permitted Liens Exhibits A Xxxx of Sale B Assignment and Assumption Agreement C Draft Closing Statement (form) D Notice of Transfer of Loan E Endorsement Form F Assignment of Liens and Documents G UCC-3 Assignments of Financing Statements H Form of Limited Power of Attorney PURCHASE AND ASSUMPTION AGREEMENT THIS PURCHASE AND ASSUMPTION AGREEMENT (th...
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Regulatory Compliance Conversion and Transition Matters 
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Related to Regulatory Compliance Conversion and Transition Matters

  • Regulatory Compliance Cooperation (a) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order (A) to effectuate and facilitate any transfer by CIT/VC of any Securities of the Company then held by CIT/VC to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement), (B) to permit CIT/VC (or any Affiliate of CIT/VC) to exchange all or any portion of the voting Securities of the Company then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by CIT/VC in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VC's ownership of voting Securities of the Company and/or provided for in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC to permit any Person(s) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, and regulations to which it is subject. Such agreements may include restrictions on the 39. redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulations.

  • Compliance Matters (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall:

  • Reporting of Compliance Matters (a) The Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following documents:

  • Regulatory Compliance Program of the Sub-Adviser The Sub-Adviser hereby represents and warrants that:

  • ISRA Compliance (a) Tenant shall, at Tenant’s own expense, comply with the Industrial Site Recovery Act, N.J.

  • Information for Regulatory Compliance Each of the Company and the Depositary shall provide to the other, as promptly as practicable, information from its records or otherwise available to it that is reasonably requested by the other to permit the other to comply with applicable law or requirements of governmental or regulatory authorities.

  • ERISA Information and Compliance The Obligors will promptly furnish and will cause the Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent with sufficient copies to the Lenders (i) promptly after the filing thereof with the United States Secretary of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report with respect to each Plan or any trust created thereunder, (ii) immediately upon becoming aware of the occurrence of any ERISA Event or of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice signed by a Responsible Officer specifying the nature thereof, what action the Obligors, the Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (iii) immediately upon receipt thereof, copies of any notice of the PBGCs intention to terminate or to have a trustee appointed to administer any Plan. With respect to each Plan (other than a Multiemployer Plan), the Obligors will, and will cause each Subsidiary and ERISA Affiliate to, (i) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any lien, all of the contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

  • Merger Sub Compliance Parent shall cause Merger Sub to comply with all of Merger Sub’s obligations under or relating to this Agreement. Merger Sub shall not engage in any business which is not in connection with the merger of Merger Sub with and into the Company pursuant to this Agreement.

  • Regulatory Compliance a. Monitor compliance with the 1940 Act requirements, including:

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