Regulatory Compliance Matters. (a) If Officer is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs as the result of a notice served under Section 8(e)(3) or (g)(l) of the Federal Deposit Insurance Act, the Bank's obligations hereunder shall be suspended for the period of time Officer is so suspended or temporarily prohibited beginning on the date of service of such notice to the Bank, unless such suspension of Officer is stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Officer all or part of the compensation withheld while its obligations hereunder were suspended, and (ii) reinstate, in whole or in part, any of such obligations.
(b) If Officer is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(l) of the Federal Deposit Insurance Act, all obligations of the Bank hereunder shall terminate as of the effective date of the order and the Bank shall not be required to provide Officer with a Notice of Termination. Notwithstanding the foregoing, the obligations provided in Section 8 and Section 10 hereof, and any rights of the parties hereunder which have vested as of such effective date, shall not be affected.
(c) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all obligations of the parties hereunder shall terminate as of the date of the default and the Bank shall not be required to provide Officer with a Notice of Termination. Notwithstanding the foregoing, the obligations provided in Section 8 and Section 10 hereof, and any rights of the parties hereunder which have vested as of the date of default, shall not be affected.
(d) All obligations hereunder shall be terminated, except to the extent it is determined that continuation of this Agreement is necessary for the continued operation of the Bank (i) by the Director of the Office of Thrift Supervision (the "Director") or his or her designee, at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act, or (ii) by the Director or his or her designee, at the time the Director or his or her designee approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is determined by the Director to be in an ...
Regulatory Compliance Matters. (a) Before the Company shall redeem, purchase or otherwise acquire, directly or indirectly, or convert or take any action with respect to the voting rights of, any interest in any Units or any securities convertible into or exchangeable for any interest in any Units, the Company shall give written notice of such pending action to the Regulated Members. Upon the written request of any Regulated Member made within 5 days after its receipt of any such notice stating that after giving effect to such action such Regulated Member would have a Regulatory Problem, the Company shall defer taking such action for such period (not to extend beyond 15 days after such Regulated Member's receipt of the Company's original notice) as such Regulated Member requests to permit it and its Affiliates to avoid the Regulatory Problem in accordance with this Agreement.
(b) In the event that any Regulated Member determines that it has a Regulatory Problem (and obtains and delivers to the Managers an opinion of counsel (who may be independent counsel or an employee of such Member or an affiliate of such Member, and who shall be reasonably satisfactory to the Managers) to such effect, such Regulated Member and its Affiliates shall have the right to Transfer all or any portion of its Units pursuant to an Exempt Transfer or otherwise in compliance with SECTION 9.2(a) as if each such person were a "Transferring Holder" and the Units being proposed to be Transferred were "Transferred Units", and the Company and the Members shall take all such actions as are reasonably requested by such Regulated Member to effectuate and facilitate any Transfer by such Member of any Units of the Company pursuant to the immediately preceding sentence.
Regulatory Compliance Matters. To the extent that DFSC shall advise UNNF in writing that DFSC believes, in its reasonable judgment, that an issue may exist regarding UNNF’s compliance with applicable regulatory requirements, UNNF agrees to review such issue with DFSC and, if UNNF agrees with DFSC’s advice, UNNF shall take prompt commercially reasonable steps to address compliance with such regulatory requirements.
Regulatory Compliance Matters. From the Effective Time through the Closing Date, if any of the Assets are not in compliance with the Minerals Management Service’s regulations, or any other governmental agency’s regulations, including, but not limited to the U.S. Coast Guard, The ABS and the Department of Transportation, Buyer may notify Seller of such in writing and Seller shall, at its sole expense, take all actions reasonably necessary to return said Assets to compliance with Minerals Management Service regulations, and to the extent Seller has not taken such actions prior to such time, shall indemnify Buyer for any Indemnified Losses associated with its failure to take such actions. Any regulatory compliance issues of which Seller is not notified at least two (2) business days prior to closing are deemed waived by Buyer.
Regulatory Compliance Matters. Conversion of Common Units in General 2.9 Conversion of Class B Common Units
Regulatory Compliance Matters. The Company and the Company Subsidiary are and, to the extent relevant since January 1, 2012, have been in compliance in all material respects with any and all applicable laws (including but not limited to the Cosmetic Products Enforcement Regulations 2013 (UK), the Cosmetics Products Regulation (EC) 1223/2009 and its predecessor Directives and national implementing laws) from time to time in force relating to the manufacture and supply and sale of their products in all jurisdictions where their products have been and are sold by the Company or the Company Subsidiary, and (b) the Company and the Company Subsidiary have taken reasonable steps to ensure that any substances used in their products, and the products themselves, are registered in accordance with Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (as amended, as of the date hereof) and any subordinate legislation to the extent required by such regulation.
Regulatory Compliance Matters. Conversion of Common Units in General...
Regulatory Compliance Matters. The CPA establishes, in Article 6, the framework for ICE NGX to monitor compliance with its rules, and for ICE NGX to prosecute non-compliance with the rules. The Amendments are intended to clarify and enhance the relevant provisions of Article 6 and other related provisions in the CPA, including to:
Regulatory Compliance Matters. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Buyer shall have been obtained, Target shall, and shall cause each of its Subsidiaries to:
(a) Operate Target Bank in a manner such that Target Bank and its Affiliates are in substantial compliance with the terms of Target Bank’s written agreement, dated March 17, 2011 (the “Written Agreement”), with the OCC;
(b) Continue to address and resolve any Matters Requiring Attention (as set forth in and defined in Target Bank’s most recent report on examination by the OCC (such examination, the “Safety and Soundness Examination”));
(c) Continue to cause Target Bank to operate in accordance with the findings and recommendations of the Safety and Soundness Examination; and
(d) Permit Buyer to perform a compliance review (the “Review”) of the Target Entities with respect to certain customers of the Target Bank identified by Buyer in writing to Target prior to the date of this Agreement to assess, among other things, the Target Entities’ compliance with Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and all Money Laundering Laws, and all processes and procedures related to compliance with such Laws. Target shall cooperate with all reasonable requests and provide Buyer and its representatives with all necessary assistance and information in connection with such Review, including, without limitation, upon reasonable notice, full access during normal business records to all Books and Records of the Target Entities.
Regulatory Compliance Matters. 19 9.12 Understanding Among the Purchasers ................................19 9.13 Acknowledgment Regarding Kirkxxxx & Xllix .........................20
