Common use of Regulatory Filings; No Defaults Clause in Contracts

Regulatory Filings; 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 Metropolitan or any of its Subsidiaries in connection with the execution, delivery or performance by Metropolitan of this Agreement or to consummate the Merger except for (A) filings of applications, notices and the Agreement to Merge, as applicable, with Regulatory Authorities, (B) filings with the SEC and state securities authorities, and (C) the filings of the certificate of merger with the OSS pursuant to the OGCL. As of the date hereof, Metropolitan 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 referred to above and expiration of 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 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 Metropolitan or of any of its Subsidiaries or to which Metropolitan or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Metropolitan Articles or the Metropolitan Code, 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 Filings; 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 Metropolitan Auto Club Trust or any of its Subsidiaries the Shareholders in connection with the execution, delivery or performance by Metropolitan the Shareholders of this Agreement or to consummate the Merger Stock Purchase Transaction except for (A) filings of applications, notices and the Agreement to Mergecertifications or notices, as applicable, with Regulatory Authoritiesfederal banking authorities and the Michigan Office of Financial and Insurance Services relating to the change in ownership of Auto Club Trust, and (B) filings with any required consents or approvals of courts of applicable jurisdiction and parties to the SEC and state securities authorities, and (C) the filings terms of the certificate of merger with the OSS fiduciary agreements or arrangements pursuant to the OGCLwhich Auto Club Trust is acting in a fiduciary capacity. As of the date hereof, Metropolitan Auto Club Trust is not aware of any reason why the approvals set forth in Section 7.01(b) herein will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)received. (ii) Subject to receipt of the regulatory and shareholder approvals referred to above and the expiration of 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 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 Metropolitan or of any of its Subsidiaries Auto Club Trust or to which Metropolitan Auto Club Trust or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Metropolitan Articles or Auto Club Trust Articles, the Metropolitan Code, Auto Club Trust Bylaws or (C) require any consent or approval under any such law; , rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument.