Regulatory Filings and Agreements Sample Clauses

Regulatory Filings and Agreements. Except as disclosed on SCHEDULE 4.7, CSBI and, to CSBI's Knowledge, each CSBI Subsidiary Predecessor, has timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that the applicable entity was required to file since December 31, 1993 with any Bank Regulator, and all other material reports and statements required to be filed by it since December 31, 1993, including any report or statement required to be filed pursuant to the laws, of the United States (including those of the Board of Governors of the Federal Reserve and the Office of the Comptroller of the Currency) or the State of California, and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Bank Regulator in the regular course of CSBI's the applicable CSBI Subsidiary Predecessor's business or as disclosed on SCHEDULE 4.7, no Bank Regulator has initiated any proceeding or investigation into the business or operations of CSBI or, to CSBI's Knowledge, any CSBI Subsidiary Predecessor, since December 31, 1993 or, to CSBI's Knowledge, is currently contemplating the initiation of any proceeding or investigation. Except as disclosed on SCHEDULE 4.7, CSBI is not a party to or subject to any Regulatory Agreement with or from any Bank Regulator that restricts the conduct of CSBI's business or in any manner relates to its capital adequacy, credit policies, loan origination practices or management nor has CSBI been notified that any Bank Regulator is contemplating issuing or requesting (or considering the appropriateness of issuing or requesting) any such Regulatory Agreement. Except as disclosed on SCHEDULE 4.7, there exists no material unresolved violation, criticism or exception identified by any Bank Regulator with respect to any report or statement of CSBI, or relating to any examination of CSBI.
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Regulatory Filings and Agreements. Asiana has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2001 with any Bank Regulator as to which a failure to file the same could reasonably be expected to have a Material Adverse Effect on Asiana, including any such report or statement required to be filed pursuant to the Laws of the United States (including regulations of the FDIC and the Board of Governors of the Federal Reserve) or the State of California (including the California Department of Financial Institutions), and has paid all fees and assessments due and payable in connection therewith. Except as set forth on Disclosure Schedule Section 3.9, and except for normal examinations conducted by a Bank Regulator in the regular course of the business of Asiana, no Bank Regulator has initiated any proceeding or investigation or, to the best knowledge of Asiana, has threatened to initiate any proceeding or investigation, into the business or operations of Asiana. Except as set forth on Disclosure Schedule Section 3.9 and with the exception of the Consent Order, Asiana is not a party to or subject to, and has not been a party to or subject to, any Regulatory Agreement with or from, and has not adopted any board resolutions at the request of, any Bank Regulator that restricts the conduct of Asiana's business or in any manner relates to its business or financial condition, including without limitation its capital adequacy, credit policies, loan origination practices, Bank Secrecy Act compliance, or management. To the knowledge of Asiana, no Bank Regulator is contemplating issuing or requesting (or considering the appropriateness of issuing or requesting) any such Regulatory Agreement. With the exception of the matters referenced in the Consent Order, there is no material unresolved violation, criticism, or exception by any Bank Regulator with respect to any report or statement relating to any examination of Asiana. Asiana has not received written notice from either the FDIC or California Department of Financial Institutions that it has failed to comply in any material respect with any of its obligations under the Consent Order and is not aware of any instances of such non-compliance.
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Regulatory Filings and Agreements. Except as set forth in DISCLOSURE SCHEDULE SECTION 3.1.9, Palomar has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1995 with any Palomar Regulator, and has paid all fees and assessments due and payable in connection therewith. Except as set forth on DISCLOSURE SCHEDULE SECTION 3.1.9, and 10 except for normal examinations conducted by a Palomar Regulator in the regular course of the business of Community, (a) no Palomar Regulator has initiated any proceeding or investigation or, to the best knowledge of Community, has threatened to initiate any proceeding or investigation, into the business or operations of Palomar or Community since December 31, 1995; (b) Palomar is not a party to or subject to, and since December 31, 1995 has not been a party to or subject to, any Regulatory Agreement with or from, and has not adopted any board resolutions at the request of, any Palomar Regulator that restricts the conduct of Palomar's business or in any manner relates to its business or financial condition, including without limitation its capital adequacy, credit policies, loan origination practices or management; (c) to the best knowledge of Palomar and Community, no Palomar Regulator is contemplating issuing or requesting (or considering the appropriateness of issuing or requesting) any such Regulatory Agreement; (d) there is no material unresolved violation, criticism, or exception by any Palomar Regulator with respect to any report or statement relating to any examination of Palomar; (e) the most recent Regulatory Rating given to Palomar respecting both CRA and other compliance matters is "satisfactory;" and (f) to the best knowledge of Palomar and Community, since the date of Palomar's last compliance examination it has not received any complaints regarding its compliance with CRA, Regulation B of the Federal Reserve Board or other similar Laws.
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Regulatory Filings and Agreements. Except as disclosed on Schedule 3.9, the Bank has timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1992 with any Bank Regulator, and all other material reports and statements required to be filed by it since December 31, 1992, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States (including those of the Board of Governors of the Federal Reserve, the Federal Deposit Insurance Corporation and the OCC), and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Bank Regulator in the regular course of the business of the Bank, and except as disclosed on Schedule 3.9, no Bank Regulator has initiated any proceeding or investigation or, to the best knowledge of the Bank, has threatened to initiate any proceeding or investigation, into the business or operations of the Bank since December 31, 1992. Except as disclosed on Schedule 3.9, the Bank is not a party to or subject to any Regulatory Agreement with or from any Bank Regulator that restricts the conduct of the Bank's business or in any manner relates to its capital adequacy, credit policies, loan origination practices or management nor, to the knowledge of the Bank, is any Bank Regulator contemplating issuing or requesting (or considering the appropriateness of issuing or requesting) any such Regulatory Agreement. Except as disclosed on Schedule 3.9, there is no material unresolved violation, criticism, or exception by any Bank Regulator with respect to any report or statement relating to any examination of the Bank.
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Regulatory Filings and Agreements. Except as set forth in Disclosure Schedule Section 3.1.9, Palomar has timely filed all reports, ------------------------------------ registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1995 with any Palomar Regulator, and has paid all fees and assessments due and payable in connection therewith. Except as set forth on Disclosure Schedule Section ----------------------------
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Regulatory Filings and Agreements. Eldorado has timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1993 with any Bank Regulator, and all other material reports and statements required to be filed by it since December 31, 1993, including any report or statement required to be filed pursuant to the Laws of the United States (including those of the Board of Governors of the Federal Reserve and the FDIC) or the State of California, and has paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Bank Regulator in the regular course of Eldorado's business or as disclosed on Schedule 3.8, no Bank Regulator has initiated any proceeding or investigation into the business or operations of Eldorado since December 31, 1993 or, to Eldorado's Knowledge, is currently contemplating the initiation of any proceeding or
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Regulatory Filings and Agreements. Except as set forth in --------------------------------- Disclosure Schedule Section 3.1.9, TNB has timely filed all reports, --------------------------------- registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1996 with any Bank Regulator, and has paid all fees and assessments due and payable in connection therewith. Except as set forth on Disclosure Schedule Section 3.1.9, ---------------------------------- and except for normal examinations conducted by a Bank Regulator in the regular course of the business of TNB, (a) no Bank Regulator has initiated any proceeding or investigation or, to the best knowledge of TNB, has threatened to initiate any proceeding or investigation, into the business or operations of TNB since December 31, 1996; (b) TNB is not a party to or subject to, and since December 31, 1996 has not been a party to or subject to, any Regulatory Agreement with or from, and has not adopted any board resolutions at the request of, any Bank Regulator that restricts the conduct of TNB's business or in any manner relates to its business or financial condition, including without limitation its capital adequacy, credit policies, loan origination practices or management; (c) to the best knowledge of TNB, no Bank Regulator is contemplating issuing or requesting (or considering the appropriateness of issuing or requesting) any such Regulatory Agreement; (d) there is no material unresolved violation, criticism, or exception by any Bank Regulator with respect to any report or statement relating to any examination of TNB; (e) the most recent Regulatory Rating given to TNB respecting both CRA and other compliance matters is at least "satisfactory"; and (f) to the best knowledge of TNB, since the date of its last compliance examination it has not received any complaints regarding its compliance with CRA, Regulation B of the Federal Reserve Board or other similar Laws.
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Regulatory Filings and Agreements. Each of Parent and the Bank has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2001 with any Bank Regulator as to which a failure to file the same could reasonably be expected to have a Material Adverse Effect on Parent or Bank, including any such report or statement required to be filed pursuant to the Laws of the United States (including regulations of the OCC and the Federal Reserve Board), and has paid all fees and assessments due and payable in connection therewith. Except for that certain "Stipulation and Consent to the Issuance of a Consent Order dated as of February 20, 2002" entered into between the Bank and the OCC, and except for normal examinations conducted by a Bank Regulator in the regular course of the business of Parent and Bank, no Bank Regulator has initiated any proceeding or investigation or, to the best knowledge of Parent or Bank, has threatened to initiate any proceeding or investigation into the business or operations of Parent or Bank. Except for such "Stipulation and Consent", neither Parent or the Bank is a party to or subject to, and has not been a party to or subject to, any Regulatory Agreement with or from, and has not adopted any board resolutions at the request of, any Bank Regulator that restricts the conduct of either of their businesses or in any manner relates to either of their business or financial condition, including without limitation capital adequacy, credit policies, loan origination practices, Bank Secrecy Act compliance, or management. To the knowledge of Parent or Bank, no Bank Regulator is contemplating issuing or requesting (or considering the appropriateness of issuing or requesting) any such Regulatory Agreement. There is no material unresolved violation, criticism, or exception by any Bank Regulator with respect to any report or statement relating to any examination of Parent or the Bank.
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Regulatory Filings and Agreements. SUBJECT BANK has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 1994 with any Bank Regulator as to which a failure to file the same could reasonably be expected to have a Material Adverse Effect on SUBJECT BANK, including any such report or statement required to be filed pursuant to the Laws of the United States (including regulations of the FDIC and the Board of Governors of the Federal Reserve) or the State of California (including the California Department of Financial Institutions), and has paid all fees and assessments due and payable in connection therewith. Except as set forth on Disclosure Schedule Section 3.1.9, and except for normal examinations conducted by a Bank Regulator in the regular course of the business of SUBJECT BANK, no Bank Regulator has initiated any proceeding or investigation or, to the best knowledge of SUBJECT BANK, has threatened to initiate any proceeding or investigation, into the business or operations of SUBJECT BANK since December 31, 1992. SUBJECT BANK is not a party to or subject to, and since December 31, 1992 has not been a party to or subject to, any Regulatory Agreement with or from, and has not adopted any board resolutions at the request of, any Bank Regulator that restricts the conduct of SUBJECT BANK's business or in any manner relates to its business or financial condition, including without limitation its capital adequacy, credit policies, loan origination practices or management. To the knowledge of SUBJECT BANK, no Bank Regulator is contemplating issuing or requesting (or considering the appropriateness of issuing or requesting) any such Regulatory Agreement. There is no material unresolved violation, criticism, or exception by any Bank Regulator with respect to any report or statement relating to any examination of SUBJECT BANK.
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Related to Regulatory Filings and Agreements

  • Regulatory Filings (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that is required by any other Antitrust Laws as soon as reasonably practicable from the date following execution and delivery of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR or any other Antitrust Laws with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 9.1(c). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information or the attorney client privilege or attorney work product. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 8.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 8.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby. (d) Notwithstanding anything to the contrary in this Agreement, in connection with any filing or submission required or action to be taken by either Parent or the Company to consummate the Offer and the Merger, in no event shall Parent or any of its Subsidiaries or Affiliates be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture or accept any operational restriction, or take or commit to take any action (i) the effectiveness or consummation of which is not conditional on the consummation of the Offer and the Merger or (ii) that individually or in the aggregate (x) is or would reasonably be expected to be materially adverse (with materiality, for purposes of this provision, being measured in relation to the size of the Company and its Subsidiaries taken as a whole) to (A) the Company and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole, either before or after giving effect to the Offer or the Merger, or (B) Parent’s ownership or operation of any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or (y) would reasonably be expected to deny Parent the material benefit of the bargains contemplated by the transactions contemplated by this Agreement. The Company shall agree, if requested by Parent in writing, to commit to take any of the forgoing actions with respect to the assets or business of the Company in furtherance of this Section 8.2; provided, however, that any such action may be conditioned upon the consummation of the Merger and other Transactions contemplated by this Agreement.

  • Regulatory Filing In the event that this Interconnection Service Agreement contains any terms that deviate materially from the form included in Attachment O of the Tariff, Transmission Provider shall file the Interconnection Service Agreement on behalf of itself and the Interconnected Transmission Owner with FERC as a service schedule under the Tariff within thirty days after execution. Interconnection Customer may request that any information so provided be subject to the confidentiality provisions of Section 17 of this Appendix 2. An Interconnection Customer shall have the right, with respect to any Interconnection Service Agreement tendered to it, to request (a) dispute resolution under Section 12 of the Tariff or, if concerning the Regional Transmission Expansion Plan, consistent with Schedule 5 of the Operating Agreement, or (b) that Transmission Provider file the agreement unexecuted with the Commission. With the filing of any unexecuted Interconnection Service Agreement, Transmission Provider may, in its discretion, propose to FERC a resolution of any or all of the issues in dispute between or among the Interconnection Parties.

  • Regulatory Materials (a) On a Program-by-Program basis, commencing on the Effective Date until the Regulatory Transfer Date, Prothena shall have the right, in consultation with Celgene, to prepare, file and maintain all Regulatory Materials (including any Regulatory Approvals) necessary for the Development and Manufacture of any Collaboration Candidates and Collaboration Products for such Program (collectively, the “Program Regulatory Materials”), and to interact with Regulatory Authorities in connection with the Development and Manufacture of any Collaboration Candidates and Collaboration Products for such Program. Prothena will provide Celgene with a reasonable opportunity to comment substantively on all material Regulatory Materials prior to filing or taking material action, and will reasonably and in good faith consider any comments and actions recommended by Celgene, including with respect to filing strategy. In addition, Prothena will allow Celgene or its representative to attend any and all meetings with Regulatory Authorities to the extent such attendance is not prohibited or limited by such Regulatory Authority. (b) If Celgene exercises its Phase 1 Portion Participation Right for a given Program, then immediately after such exercise, Prothena shall initiate the transfer of all Program Regulatory Materials, including for clarity any IND for the relevant Collaboration Candidates and/or Collaboration Products that are the subject of such Program to Celgene. The date on which such Program Regulatory Materials are transferred to Celgene shall be the “Regulatory Transfer Date” for such Program. Thereafter, Celgene shall have the right, in consultation with Prothena, to prepare, file, and maintain such Program Regulatory Materials, and to interact with Regulatory Authorities in connection with the Development and, as applicable, Manufacture of such Collaboration Candidates and Collaboration Products for such Program in accordance with the terms and conditions of Section 2.5. Additionally, with respect to any Phase 1 Clinical Trial conducted by Celgene pursuant to Section 2.5, Celgene will provide Prothena with a reasonable opportunity to comment substantively on all material Program Regulatory Materials prior to filing or taking material action, and will reasonably and in good faith consider any comments and actions recommended by Prothena, including with respect to filing strategy. In addition, with respect to any Phase 1 Clinical Trial conducted by Celgene pursuant to Section 2.5, Celgene will allow Prothena or its representative to attend any and all meetings with Regulatory Authorities to the extent such attendance is not prohibited or limited by such Regulatory Authority. For clarity, if the Regulatory Transfer Date does not occur prior to the expiration of the Option Term for such Program, Section 2.6.1(a) (and not this Section 2.6.1(b)) shall apply.

  • Reporting Obligations and Regulatory Approvals Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

  • Regulatory Matters and Approvals Each of the Parties will give any notices to, make any filings with, and use its reasonable best efforts to obtain any necessary authorizations, consents, and approvals of governments and governmental agencies in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing:

  • Necessary Filings 3 2.2. No Liens.........................................................3 2.3.

  • Regulatory Approvals (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

  • Regulatory Reports Since January 1, 2013, Company and its Subsidiaries have duly filed with the FRB, the FDIC, the Florida Office of Financial Regulation and any other applicable Governmental Authority, in correct form, the reports and other documents required to be filed under applicable Laws and regulations and have paid all fees and assessments due and payable in connection therewith, and such reports were, in all material respects, complete and accurate and in compliance with the requirements of applicable Laws and regulations. Other than normal examinations conducted by a Governmental Authority in the Ordinary Course of Business of Company and its Subsidiaries, no Governmental Authority has notified Company or any of its Subsidiaries that it has initiated or has pending any proceeding or, to Company’s Knowledge, threatened an investigation into the business or operations of Company or any of its Subsidiaries since January 1, 2013 that would reasonably be expected to be material. There is no material unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Company or any of its Subsidiaries. There have been no material formal or informal inquiries by, or disagreements or disputes with, any Governmental Authority with respect to the business, operations, policies or procedures of Company or any of its Subsidiaries since January 1, 2013.

  • Filings and Recordings The Administrative Agent shall have received all filings and recordations that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).

  • SEC Filings and Press Releases To Agent and Lenders, promptly upon their becoming available, copies of: (i) all Financial Statements, reports, notices and proxy statements made publicly available by any Credit Party to its security holders; (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by any Credit Party with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority; and (iii) all press releases and other statements made available by any Credit Party to the public concerning material changes or developments in the business of any such Person.