Supervisory Actions; Capitalization Clause Samples

Supervisory Actions; Capitalization. (a) Except as would not reasonably be expected to prevent or delay the receipt of any necessary Government Approvals, neither Buyer nor Buyer Parent is subject to any cease-and-desist or other order or enforcement action issued by, is a party to any written agreement, consent agreement or memorandum of understanding with, is a party to any commitment letter or similar undertaking to, is subject to any order or directive by, is the subject of a currently outstanding supervisory letter from, has been ordered to pay any civil money penalty by, or since January 1, 2017 has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority, other than those of general application and neither Buyer nor Buyer Parent has been advised by any Governmental Authority that it is considering issuing, initiating, ordering or requesting any of the foregoing, other than those of general application. (b) As of June 30, 2019, Buyer, Buyer Parent and each of their respective insured depository institutions is “well-capitalized” (as that term is defined in the relevant regulation of the institution’s primary federal bank regulator), and each institution’s rating under the CRA is no less than “satisfactory.”