REGULATORY GOOD STANDING Clause Samples

REGULATORY GOOD STANDING. ICBS and Puritan Securities has all material rights, certificates, authorities, permits, licenses, franchises and other authorizations necessary to and has complied in material respects with all laws applicable to, the conduct of its business in the manner and in the areas in which such business is presently being conducted and all such certificates, authorities, rights, permits, licenses, franchises and authorizations are valid, in good standing, in full force and effect, under no orders of suspension or restraints, and subject to no disciplinary, probationary or other orders. To the best of its knowledge, neither ICBS nor Puritan Securities has engaged in any activity whatever which would cause or lead to proceedings involving revocation, suspension, restraint, disciplinary action or any other action whereby any of such certificates, authorities, rights, permits, licenses, franchises or authorizations, or any part thereof, might be canceled, terminated, suspended, impaired, lost or otherwise adversely affected, and no action or proceeding looking to or contemplating any of the foregoing is pending or to ICBS's or Puritan Securities' knowledge threatened. The foregoing shall not be deemed to constitute a warranty or representation that ICBS or Puritan Securities has not heretofore or shall not hereafter suffer to be committed minor and unintentional violations of any governmental regulations of such nature as not to cause either suspension or revocation of ICBS's or Puritan Securities' operating authority.

REGULATORY GOOD STANDING. The Buyer has all material rights, certificates, authorities, permits, licenses, franchises and other authorizations necessary to and has complied in material respects with all laws applicable to, the conduct of its business in the manner and in the areas in which such business is presently being conducted and all such certificates, authorities, rights, permits, licenses, franchises and authorizations are valid, in good standing, in full force and effect, under no orders of suspension or restraints, and subject to no disciplinary, probationary or other orders. To the best of its knowledge, the Buyer has engaged in no activity whatever which would cause or lead to proceedings involving revocation, suspension, restraint, disciplinary action or any other action whereby any of such certificates, authorities, rights, permits, licenses, franchises or authorizations, or any part thereof, might be canceled, terminated, suspended, impaired, lost or otherwise adversely affected, and no action or proceeding looking to or contemplating any of the foregoing is pending or to the Buyer's knowledge threatened.

REGULATORY GOOD STANDING. 4.5.1 The Acquiror has complied with all state, federal and local laws in connection with its formation, issuance of securities and organization, and no contingent liabilities have been threatened or claims made, and no basis for the same exists with respect to said operations, formations or capitalization, including claim for violation of any state or federal securities laws. 4.5.2 The Acquiror has all rights, certificates, authorities, permits, licenses, and other authorizations necessary to and has complied with all laws applicable to, the conduct of its business, if any, in the manner and in the areas in which such business is presently being conducted and all such certificates. authorities, rights, permits, licenses, franchises and authorizations are valid, in good standing, in full force and effect, under no orders of suspension or restraints, and subject to no disciplinary, probationary, or other orders. The Acquiror has engaged in no activity whatever which would cause or lead to proceedings involving revocation, suspension, restraint, disciplinary action or any other action whereby any of such certificates, authorities, rights, permits. licenses, franchises or authorizations, or any part thereof, might be cancelled, terminated, suspended, impaired, lost or otherwise adversely affected, and no action or proceeding looking to or contemplating any of the foregoing is pending or threatened. 104.69ZM02.031094.1 23

REGULATORY GOOD STANDING. The Lender certifies that it is not subject to a cease- and-desist order or other regulatory sanction with the appropriate federal or state regulatory body. The Lender further agrees to immediately notify HGIA should there be a change in its regulatory standing which could impair its ability to participate in the Program.

REGULATORY GOOD STANDING. 3.14.1 Each of the Acquirees has complied with all state, federal and local laws in connection with its formation, issuance of securities and organization, and no contingent liabilities have been threatened or claims made, and no basis for the same exists with respect to said operations, formations or capitalization, including claims for violation of any state or federal securities laws. 3.14.2 Each of the Acquirees has all rights, certificates, authorities, permits, licenses, and other authorizations necessary to and has complied with all laws applicable to, the conduct of its business, if any, in the manner and in the areas in which such business is presently being conducted and all such certificates, authorities, rights, permits, licenses, franchises and authorizations are valid, in good standing, in full force and effect, under no orders of suspension or restraints, and subject to no disciplinary, probationary or other orders. None of the Shareholders or Acquirees have engaged in any activity whatever which would cause or lead to proceedings involving revocation, suspension, restraint, disciplinary action or any other action whereby any of such certificates, authorities, rights, permits, licenses, franchises or authorizations, or any part thereof, might be cancelled terminated, suspended, impaired, lost or otherwise adversely affected, and no action or proceeding looking to or contemplating any of the foregoing is pending or threatened.