Common use of Regulatory Filings; No Defaults Clause in Contracts

Regulatory Filings; No Defaults. (1) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by Sellers or the Bank in connection with the execution, delivery or performance by Sellers of the Transaction Documents to which they are a party, or to effect the transactions contemplated thereby (including with respect to the transfers provided for in Section 4.12), except for (A) the filing of any required applications, filings or notices with the U.S. Department of Justice, Federal Reserve, the North Carolina Office of the Commissioner of Banks, the Office of the Comptroller of the Currency and approval of or non-objection to such applications, filings and notices; (B) applications, filings or notices pursuant to the securities or blue sky laws of the various states with respect to the Stock Sale; and (C) such other consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be likely to have a Seller Material Adverse Effect. (2) Subject to the receipt of the approvals and consents referred to in Section 3.02(e)(1) and the expiration of applicable waiting periods, the execution, delivery and performance by each Seller of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated thereby do not (A) constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation or acceleration of any obligation of such Seller or the Bank or any of the Bank’s Subsidiaries or to a loss of any benefits to which such Seller, the Bank or any of the Bank’s Subsidiaries is entitled under any provision of (i) such Seller’s, the Bank’s or any of the Bank’s Subsidiaries’ Constituent Documents; (ii) any Law applicable to such Seller or the Bank, other than immaterial violations of Law, or (iii) any Material Contract to which such Seller or the Bank and its Subsidiaries is a party or any license, franchise, permit or similar authorization held by such Seller or the Bank and its Subsidiaries, in the case of clause (iii), other than violations, breaches, defaults, rights or loss which would not, individually or in the aggregate, reasonably be likely to have a Seller Material Adverse Effect; or (B) result in the creation or imposition of any Lien (other than Permitted Liens) on any of the assets of the Bank or any of its Subsidiaries.

Regulatory Filings; No Defaults. (1) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by Sellers or the Bank Purchaser in connection with the execution, delivery or performance by Sellers Purchaser of the Transaction Documents to which they are it is a party, or to effect the transactions contemplated thereby (including with respect to the transfers provided for in Section 4.12)thereby, except for (A) the filing of any required applications, filings or notices with the U.S. Department of Justice, Federal Reserve, the Office of the Comptroller of the Currency, the North Carolina Office of the Commissioner of Banks, the Office of the Comptroller of the Currency Banks and approval of or non-objection to such applications, filings and notices; (B) applications, filings or notices pursuant to the securities or blue sky laws of the various states with respect to the issuance of the Stock SaleConsideration hereunder; and (C) such other consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be likely to have a Seller Purchaser Material Adverse Effect. (2) Subject to the receipt of the approvals and consents referred to in Section 3.02(e)(13.03(e)(1) and the expiration of applicable waiting periods, the execution, delivery and performance by each Seller Purchaser of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated thereby do not (A) constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation or acceleration of any obligation of such Seller or the Bank or any of the Bank’s Subsidiaries Purchaser or to a loss of any benefits to which such Seller, the Bank or any of the Bank’s Subsidiaries Purchaser is entitled under any provision of (i) such Seller’s, the BankPurchaser’s or any of the Bank’s Subsidiaries’ Constituent Documents; (ii) assuming compliance with the requirements referred to in Section 3.03(e)(1), any Law applicable to such Seller binding upon Purchaser or the Bank, other than immaterial violations any of Lawits Significant Subsidiaries, or (iii) any Material material Contract to which such Seller Purchaser or the Bank and its Subsidiaries any Significant Subsidiary of Purchaser is a party or any license, franchise, permit or similar authorization held by such Seller Purchaser or the Bank and its Subsidiariesany Significant Subsidiary of Purchaser, in the case of clause (iii), other than violations, breaches, defaults, rights or loss which would not, individually or in the aggregate, reasonably be likely to have a Seller Purchaser Material Adverse Effect; or (B) result in the creation or imposition of any Lien (other than Permitted Liens) on any of the assets of Purchaser or its Significant Subsidiaries. (3) An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the Bank SEC by Purchaser or any of its SubsidiariesSignificant Subsidiaries pursuant to the Securities Act or the Securities Exchange Act since December 31, 2007 (the “Purchaser SEC Reports”) is publicly available. No such Purchaser SEC Report, at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except that information filed as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Purchaser SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of Purchaser has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002. As of the date hereof, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the Purchaser SEC Reports. None of Purchaser’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (other than Form 13F).

Regulatory Filings; No Defaults. (1i) No consents or approvals of, or filings or registrations with, any Governmental Authority or other with any third party are required to be made or obtained by Sellers Seller or the Bank any of its Subsidiaries in connection with the execution, delivery or performance by Sellers Seller of the Transaction Documents to which they are a party, this Agreement or to effect consummate the transactions contemplated thereby (including with respect to the transfers provided for in Section 4.12), Merger except for (A) filings of applications, notices and the Agreement to Merge with, or requests for approvals and waivers from, as applicable, federal and state banking authorities, (B) filings with state and federal securities authorities, (C) the filing of any required applications, filings or notices the articles of merger with the U.S. Department of Justice, Federal Reserve, the North Carolina Office State of the Commissioner Commonwealth of Banks, the Office Pennsylvania pursuant to Section 1605 of the Comptroller Banking Code, (D) the approval of the Currency and approval Merger by the affirmative vote of or non-objection to such applications, filings and notices; (B) applications, filings or notices pursuant to the securities or blue sky laws 66 2/3% of the various states with respect votes cast by the holders of outstanding Seller Common Stock entitled to vote thereon at the Stock Sale; Seller Meeting and (CE) such other consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in third party consents set forth on the aggregate, reasonably be likely to have a Seller Material Adverse EffectDisclosure Schedule under Section 5.02(f). (2ii) Subject to the receipt of the regulatory and shareholder approvals and third party consents referred to in Section 3.02(e)(1) above and the expiration of applicable certain regulatory waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance by each Seller of the Transaction Documents to which it is a party this Agreement and the consummation by it of the transactions contemplated thereby hereby do not and will not (A) constitute a breach or violation of, or breach of or a default under under, or give rise to (any Lien, any acceleration of remedies or give rise after the giving of notice, the passage of time or both) a any right of terminationtermination under, cancellation any law, rule or acceleration regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Seller or of any obligation of such its Subsidiaries or to which Seller or the Bank or any of the Bank’s its Subsidiaries or to a loss properties is subject or bound except for any breach, violation, default, Lien, acceleration or right of any benefits to which such Seller, the Bank or any of the Bank’s Subsidiaries is entitled under any provision of (i) such Seller’s, the Bank’s or any of the Bank’s Subsidiaries’ Constituent Documents; (ii) any Law applicable to such Seller or the Bank, other than immaterial violations of Law, or (iii) any Material Contract to which such Seller or the Bank and its Subsidiaries is a party or any license, franchise, permit or similar authorization held by such Seller or the Bank and its Subsidiaries, in the case of clause (iii), other than violations, breaches, defaults, rights or loss termination which would not, individually or in the aggregate, reasonably be likely to have result in a Seller Material Adverse Effect; or , (B) result in constitute a breach or violation of, or a default under, the creation Seller Articles or imposition of the Seller Bylaws, or (C) require any Lien (other than Permitted Liens) on consent or approval under any of the assets of the Bank such law, rule, regulation, judgment, decree, order, governmental permit or any of its Subsidiarieslicense, agreement, indenture or instrument.

Regulatory Filings; No Defaults. (1a) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by Sellers Seller Bank or the Bank any of Seller Bank’s Subsidiaries in connection with the execution, delivery or performance by Sellers Seller Bank or any of Seller Bank’s Subsidiaries of the Transaction Documents to which they are a party, or to effect the transactions contemplated thereby (including with respect to the transfers provided for in Section 4.12)Transactions, except for (Ai) the filing of any required the applications, filings or notices to or with the U.S. Department of JusticeGovernmental Authorities listed in Annex A, Federal Reserveas applicable to Seller Bank, the North Carolina Office of the Commissioner of Banks, the Office of the Comptroller of the Currency and approval of or non-objection to such applications, filings and notices; (Bii) the Third Party Consents listed on Section 3.5(a) of the Seller Disclosure Schedule; (iii) applications, filings or notices pursuant to the securities or blue sky laws of the various states with respect to the Stock SaleTransfer and Purchase; and (Civ) such other third party consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be likely expected to have a Seller Material Adverse Effect.Effect.‌ (2b) Subject to the receipt of the approvals and consents referred to in Annex A, the Third Party Consents listed on Section 3.02(e)(13.5(a) of the Seller Disclosure Schedule and the expiration or early termination of applicable waiting periods, the execution, delivery and performance by each Seller Bank and Seller Bank’s Subsidiaries of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated thereby Transactions do not (Ai) conflict with, contravene, constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation cancellation, payment of any penalty or other amount, or acceleration of any obligation of such Seller or the Bank or any of the Bank’s Subsidiaries party or to a loss of any benefits benefit to which such Seller, the Bank or any of the Bank’s Subsidiaries party is entitled under any provision of (iA) such Seller’s, the Seller Bank’s or any of the Seller Bank’s Subsidiaries’ Constituent Documents; , (iiB) assuming compliance with the requirements referred to in Section 3.5(a), any applicable Law applicable to such binding upon Seller Bank or the Seller Bank’s Subsidiaries, other than immaterial violations of Lawthat would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (iiiC) assuming compliance with the requirements referred to in Section 3.5(a), any Material Contract to which such Seller Bank or the Bank and its Seller Bank’s Subsidiaries is a party or any license, franchise, permit or similar authorization Permit held by such Seller Bank or the Bank and its Seller Bank’s Subsidiaries, in the each case of clause (iii), other than violations, breaches, defaults, rights or loss losses which would not, individually or in the aggregate, reasonably be likely expected to have a Seller Material Adverse Effect; or (Bii) result in the creation or imposition of any Lien (other than Permitted Liens) on any of the material assets of the Seller Bank or any of its Seller Bank’s Subsidiaries.

Regulatory Filings; No Defaults. (1) No consents consents, permits, authorizations or approvals of, or filings filings, notices, reports or registrations with, any Governmental Authority or other third party are required to be made or obtained by Sellers Seller Parent, Seller or the Seller Bank in connection with the execution, delivery or performance by Sellers Seller Parent, Seller and Seller Bank of the Transaction Documents to which they are a party, party or to effect the transactions contemplated thereby (including with respect to the transfers provided for in Section 4.12)Transactions, except for (A) the filing of any required applicationsconsents or approvals of, or filings or notices registrations with the U.S. Department of Justice, Federal Reserve, the North Carolina Office any Governmental Authority as set forth on Section 3.02(e)(1)(A) of the Commissioner of Banks, the Office of the Comptroller of the Currency Seller Disclosure Schedule and approval of or non-objection to such applications, filings and notices; (B) applications, filings or notices pursuant to the securities or blue sky laws of the various states with respect to the Stock Sale; and (C) such other consents, approvals, or filings or registrations with any third party (other than any Governmental Authority), the failure of which to be obtained would notwould, individually or in the aggregate, reasonably be likely to have a Seller Material Adverse EffectEffect as set forth on Section 3.02(e)(1)(B) of the Seller Disclosure Schedule. (2) Subject to the receipt of the approvals and consents referred to in Section 3.02(e)(13.02(e)(1)(A) and (B) and the expiration of applicable waiting periods, the execution, delivery and performance by each of Seller Parent, Seller and Seller Bank of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated thereby Transactions do not (A) constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation or acceleration of any obligation of such Seller Parent, Seller or the Seller Bank or any of the Bank’s Subsidiaries or to a loss of any benefits to which such SellerSeller Parent, the Seller or Seller Bank or any of the Bank’s Subsidiaries is entitled under any provision of (i) such SellerSeller Parent’s, the Seller’s or Seller Bank’s or any of the Bank’s Subsidiaries’ Constituent Documents; (ii) any Law applicable to such Seller Parent, Seller or the Seller Bank, other than immaterial violations of Law, ; or (iii) any Material Contract to which such Seller Parent, Seller or the Seller Bank and its Subsidiaries is a party or any license, franchise, permit or similar authorization held by such Seller Parent, Seller or the Bank and its SubsidiariesSeller Bank, in the case of clause (iii), other than violations, breaches, defaults, rights or loss which would not, individually or in the aggregate, reasonably be likely to have a Seller Material Adverse Effect; or (B) result in the creation or imposition of any Lien (other than Permitted Liens) on any of the assets of the Seller, Seller Bank or any of its their respective Subsidiaries.

Regulatory Filings; No Defaults. (1) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party Person are required to be made or obtained by Sellers Seller or the Bank Entities in connection with the execution, delivery or performance by Sellers Seller or Bank of the Transaction Documents to which they are are, or as of the Closing, will be a party, or to effect the transactions contemplated thereby (including with respect to the transfers provided for in Section 4.12)thereby, except for (A) the filing of any required applications, filings or notices with the U.S. Department of Justice, Federal ReserveRequisite Regulatory Approvals, the North Carolina Office of Requisite PR Regulatory Approvals (as defined in the Commissioner of BanksPR Purchase Agreement) and the Requisite USVI Regulatory Approvals (as defined in the USVI Purchase Agreement), the Office of the Comptroller of the Currency and approval of or non-objection to such applications, filings and notices; (B) applications, filings or notices pursuant to the securities or blue sky laws of the various states with respect to the Stock Sale; and (C) such other consents, approvals, filings or registrations registrations, the failure of which to be obtained would notnot reasonably be expected to, individually or in the aggregate, reasonably be likely to have a Seller Material Adverse Effect. As of the date hereof, Seller has no Knowledge of any fact, condition or circumstance with respect to Seller or the Bank Entities that would reasonably be expected to result in the material delay or denial of any of the Requisite Regulatory Approvals and consents in order to permit consummation of the Stock Sale, the Bank Merger and the transactions contemplated hereby. (2) Subject to the receipt of the approvals and consents referred to in Section 3.02(e)(13.02(f)(1) and the expiration of applicable waiting periods, the execution, delivery and performance by each Seller and Bank, as applicable, of the Transaction Documents to which it is a party Documents, the performance by each of Seller and Bank, as applicable, of its obligations thereunder and the consummation by it them of the transactions contemplated thereby (including the Stock Sale and the Bank Merger) do not (A) constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation or acceleration of any obligation of such Seller or the Bank or any of the Bank’s Subsidiaries Entities or to a loss of any benefits to which such Seller, the Bank Seller or any of the Bank’s Subsidiaries Bank Entity is entitled under any provision of (i) such Seller’s, the Bank’s or any of the BankBank Entity’s Subsidiaries’ Constituent Documentsconstituent documents; (ii) assuming compliance with the requirements referred to in Section 3.02(f)(1), any Law applicable to such Law, regulation, judgment, injunction, order or decree binding upon Seller or the BankBank Entities, other than immaterial violations of Lawwhich would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (iii) assuming compliance with the requirements referred to in Section 3.02(f)(1), any Material Contract to which such Seller or the Bank and its Subsidiaries Entities is a party or any license, franchise, permit or similar authorization held by such Seller or the Bank and its SubsidiariesEntities, in the each case of clause (iii), other than violations, breaches, defaults, rights or loss which would not, individually or in the aggregate, reasonably be likely expected to have a Seller Material Adverse Effect; or (B) result in the creation or imposition of any Lien (other than Permitted Liens) on any material portion of the assets of the Bank or any of its SubsidiariesEntities.

Regulatory Filings; No Defaults. (1a) No consents or approvals of, or filings or registrations with, any Governmental Authority or other third party are required to be made or obtained by Sellers Seller Bank or the Bank any of Seller Bank’s Subsidiaries in connection with the execution, delivery or performance by Sellers Seller Bank or any of Seller Bank’s Subsidiaries of the Transaction Documents to which they are a party, or to effect the transactions contemplated thereby (including with respect to the transfers provided for in Section 4.12)Transactions, except for (Ai) the filing of any required the applications, filings or notices to or with the U.S. Department of JusticeGovernmental Authorities listed in Annex A, Federal Reserveas applicable to Seller Bank, the North Carolina Office of the Commissioner of Banks, the Office of the Comptroller of the Currency and approval of or non-objection to such applications, filings and notices; (Bii) the Third Party Consents listed on Section 3.5(a) of the Seller Disclosure Schedule; (iii) applications, filings or notices pursuant to the securities or blue sky laws of the various states with respect to the Stock SaleTransfer and Purchase; and (Civ) such other third party consents, approvals, filings or registrations the failure of which to be obtained would not, individually or in the aggregate, reasonably be likely expected to have a Seller Material Adverse Effect. (2b) Subject to the receipt of the approvals and consents referred to in Annex A, the Third Party Consents listed on Section 3.02(e)(13.5(a) of the Seller Disclosure Schedule and the expiration or early termination of applicable waiting periods, the execution, delivery and performance by each Seller Bank and Seller Bank’s Subsidiaries of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated thereby Transactions do not (Ai) conflict with, contravene, constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation cancellation, payment of any penalty or other amount, or acceleration of any obligation of such Seller or the Bank or any of the Bank’s Subsidiaries party or to a loss of any benefits benefit to which such Seller, the Bank or any of the Bank’s Subsidiaries party is entitled under any provision of (iA) such Seller’s, the Seller Bank’s or any of the Seller Bank’s Subsidiaries’ Constituent Documents; , (iiB) assuming compliance with the requirements referred to in Section 3.5(a), any applicable Law applicable to such binding upon Seller Bank or the Seller Bank’s Subsidiaries, other than immaterial violations of Lawthat would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (iiiC) assuming compliance with the requirements referred to in Section 3.5(a), any Material Contract to which such Seller Bank or the Bank and its Seller Bank’s Subsidiaries is a party or any license, franchise, permit or similar authorization Permit held by such Seller Bank or the Bank and its Seller Bank’s Subsidiaries, in the each case of clause (iii), other than violations, breaches, defaults, rights or loss losses which would not, individually or in the aggregate, reasonably be likely expected to have a Seller Material Adverse Effect; or (Bii) result in the creation or imposition of any Lien (other than Permitted Liens) on any of the material assets of the Seller Bank or any of its Seller Bank’s Subsidiaries.