Compliance with Other Instruments and Law. The execution, delivery and performance of this Transaction, including the Confirmation, and the consummation of the Transaction, will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of any applicable federal or state statute, rule or regulation, in each case (other than clause (i)), which would have a material adverse effect on it or its ability to consummate the Transaction.
Compliance with Other Instruments and Law. Seller holds all licenses, franchises, permits and authorizations necessary for the lawful conduct of its business, and has not materially violated, and is not in material violation of, any applicable statutes, laws, ordinances, rules and regulations of all federal, state and local governmental bodies, agencies and subdivisions having, asserting or claiming jurisdiction over it or over any part of its operations.
Compliance with Other Instruments and Law. The Company is not in violation or default (i) of any provisions of its Certificate of Incorporation or Bylaws, (ii) of any instrument, judgment, order, writ or decree issued against the Company, (iii) under any note, indenture or mortgage to which it is party, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) of or under any law, statute, rule or regulation applicable to the Company, the violation of which law, statute, rule or regulation would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will be exempt from all antitakeover, business combination, control share and other similar statutes, rules and regulations and will not result in any violation of or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.
Compliance with Other Instruments and Law. Seller holds all licenses, franchises, permits and authorizations necessary for the lawful conduct of its business, and has not materially violated, and is not in material violation of, any applicable statutes, laws, ordinances, rules and regulations of all federal, state and local governmental bodies, agencies and subdivisions having, asserting or claiming jurisdiction over it where such violation would have a material adverse effect upon its ability to enter into and perform its obligations under this Agreement.
Compliance with Other Instruments and Law. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.
Compliance with Other Instruments and Law. The Company is not in violation, breach or default (a) of any provisions of its Certificate of Incorporation, the Certificate or Bylaws, (b) of any instrument, judgment, order, writ or decree, (c) under any credit agreement, loan, note, indenture, mortgage or other debt instrument or agreement, (d) under any material lease, agreement, contract, agreement or purchase order to which it is a party or by which it is bound. The Company is currently in compliance, and has in the past complied, with all provisions of federal, state and other statutes, rules, regulations or laws applicable to the Company, except for any such violations which, individually or in the aggregate, would not have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any violation, breach or default (a) of any provision of the Certificate of Incorporation, the Certificate or Bylaws, (b) of any instrument, judgment, order, writ or decree, (c) under any credit agreement, loan, note, indenture, mortgage or other debt instrument or agreement, (d) under any material lease, agreement, contract, agreement or purchase order to which the Company is a party or by which it is bound, or (e) of any provision of federal, state or other statute, rule, regulation or law applicable to the Company.
Compliance with Other Instruments and Law. The Company and the Bank are not, and during the past three years have not been, in violation or default, in any material respect (a) of any provisions of their respective articles of incorporation or bylaws (or similar governing documents), (b) of any judgment, order, writ, or decree to which it is subject or (c) of any provision of any applicable federal or state statute, rule or regulation.
Compliance with Other Instruments and Law. The Company is not in violation or default in any material respect of any provision of its Articles of Incorporation, Bylaws or, to Seller's knowledge, any material contract to which it is a party or by which it is bound or, to Seller's knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. To Seller's knowledge, the Company has not previously failed and is not currently failing to comply with any applicable Laws relating to the business of the Company or the operation of its assets, including, without limitation, any import, export and immigration laws. There are no proceedings and no proceedings are pending or to the Seller's knowledge threatened, nor has the Company or Seller received any written notice regarding any violation of any Law, including, without limitation, any requirement of any Authority.
Compliance with Other Instruments and Law. Buyer is not in violation or default in any material respect of any provision of its Articles of Incorporation, Bylaws or, to Buyer's knowledge, any material contract to which it is a party or by which it is bound or, to Buyer's knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to Buyer. To Buyer's knowledge, Buyer has not previously failed and is not currently failing to comply with any applicable Laws relating to the business of Buyer or the operation of its assets, including, without limitation, any import, export and immigration laws. There are no proceedings and no proceedings are pending or to Buyer's knowledge threatened, nor has Buyer received any written notice regarding any violation of any Law, including, without limitation, any requirement of any Authority.
Compliance with Other Instruments and Law. Parent is not in violation or default (i) of any provisions of Parent’s Organizational Documents, (ii) of any judgment, order, writ, or decree to which it is subject, (iii) in any material respect under any note, indenture, mortgage, lease, agreement, Contract or purchase order to which it is a party or by which it is bound or (iv) in any material respect of any Law applicable to Parent. The execution, delivery and performance of this Agreement and the Additional Agreements and the consummation of the transactions contemplated hereby or thereby will not result in (i) any violation or be in conflict with any provision of any Organizational Document of Parent, Merger Sub, or Merger Sub II, or (ii) result in a breach of, or constitute, with or without the passage of time and giving of notice, a default (or give rise to any right of termination, modification, amendment, cancellation, suspension, revocation or acceleration) under any terms, conditions or provisions of any instrument, judgment, order, writ, decree, Law or Contract to which Parent or any of its Subsidiaries is a party or an event which results in the creation of any Lien upon any assets of Parent.
