Conflicts, Authorizations and Approvals. Neither the Company nor any of its Subsidiaries is in violation of its respective articles or certificate of incorporation, charter or by-laws or similar organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which either the Company or any of its Subsidiaries is a party, or by which it or any of them may be bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, the effect of which violation or default in performance or observance would have, singly or in the aggregate, a Material Adverse Effect.
Conflicts, Authorizations and Approvals. Neither the Company nor any of its subsidiaries is (i) in violation of its respective charter, bylaws or similar organizational documents or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which either the Company or any such subsidiary is a party or by which it or any of them may be bound or to which any of the property or assets of any of them is subject, except, in the case of clause (ii), where such default would not, singly or in the aggregate, have a Material Adverse Effect. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity, other than those that have been made or obtained, is necessary or required for the performance by the Trust or the Company of their respective obligations under the Operative Documents, as applicable, or the consummation by the Trust and the Company of the transactions contemplated by the Operative Documents.
Conflicts, Authorizations and Approvals. Except as previously disclosed to the Placement Agents in writing, neither the Company nor any of the Significant Subsidiaries is in violation of its respective charter or by-laws or similar organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which either the Company or any of the Significant Subsidiaries is a party, or by which it or any of them may be bound or to which any of the property or assets of the Company or any of the Significant Subsidiaries is subject, the effect of which violation or default in performance or observance would have a Material Adverse Effect.
Conflicts, Authorizations and Approvals. Neither the Company nor ---------------------------------------- any of its Subsidiaries is in violation of its respective articles or certificate of incorporation, charter or by-laws or similar organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which either the Company or any of its Subsidiaries is a party, or by which it or any of them may be bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, the effect of which violation or default in performance or observance would have, singly or in the aggregate, a Material Adverse Effect.
Conflicts, Authorizations and Approvals. No filing with, authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity, other than those that have been made or obtained, is necessary or required for the performance by any of the Exchangors of their respective obligations under the Operative Documents, as applicable, or the consummation by the Exchangors of the transactions contemplated by the Operative Documents.
Conflicts, Authorizations and Approvals. Neither the Guarantor nor any of its Subsidiaries is in violation of its respective articles or certificate of incorporation, charter or by-laws or similar organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which either the Guarantor or any of its Subsidiaries is a party, or by which it or any of them may be bound or to which any of the property or assets of the Guarantor or any of its Subsidiaries is subject, the effect of which violation or default in performance or observance would have, singly or in the aggregate, a Material Adverse Effect.
Conflicts, Authorizations and Approvals. Neither the execution and delivery by the Company of this Agreement or the transactions contemplated herein, nor compliance by the Company with any of the provisions hereof, will: (a) violate any provision of its articles or certificate of incorporation, charter or by-laws or similar organizational documents; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, encumbrances or other instrument or obligation to which it is a party, or by which the Company or any of its properties or assets is bound, if in any such circumstances, such event could have a Material Adverse Effect; or (c) assuming that the consents referred to in the following sentence are duly obtained, violate any statute or law or any judgment, decree, injunction, order, regulation or rule (collectively, a “Rule”) of any Regulatory Agency (as defined below) applicable to the Company or any of its properties or assets. No consent of any Regulatory Agency (as defined below) having jurisdiction over any aspect of the business or assets of the Company, and no consent of any person or shareholder approval, is required in connection with the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated hereby, except approvals or consents required under the Merger Agreement and consent from the Federal Reserve to any redemption of the Capital Securities or Debentures. As used herein, the term “Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions, bank, financial or savings and loan holding companies, or engaged in the insurance of depository institution deposits, or any court, administrative agency or commission or other governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company or any of the Subsidiaries (as defined in Section 5.10).
Conflicts, Authorizations and Approvals. The execution, delivery and performance of this Agreement and the Subscription Agreements and the consummation of the transactions contemplated by this Agreement, the Subscription Agreements, the Operative Documents and the Memorandum do not and will not conflict with, result in the creation or imposition of any material lien, claim, charge, encumbrance or restriction upon any property or assets of the Offerors or the Capital Securities pursuant to, constitute a breach or violation of, or constitute a default under, with or without notice or lapse of time or both, any of the terms, provisions or conditions of the articles of incorporation or by-laws of the Company, the Operative Documents, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease, Permit or any other agreement or instrument to which the Offerors or the Subsidiaries is a party or by which any of them or any of their respective properties may be bound or any order, decree, judgment, rule or regulation of any court, arbitrator, government, or governmental agency or instrumentality, domestic or foreign, having jurisdiction over the Offerors or the Subsidiaries or any of their respective properties which conflict, creation, imposition, breach, violation or default would, either singly or in the aggregate, have a material adverse effect on the condition, financial or otherwise, earnings, affairs, business, prospects or results of operations of the Offerors on a consolidated basis. No authorization, approval, consent or order of or filing, registration or qualification with, any person (including, without limitation, any court, governmental body or authority) is required in connection with the transactions contemplated by this Agreement, the Subscription Agreements, the Operative Documents or the Memorandum, except pursuant to the Blue Sky laws of any jurisdiction and the Board of Governors of the Federal Reserve System (which approval has been obtained).
Conflicts, Authorizations and Approvals. Neither the Guarantor, the Company nor any of their subsidiaries is (i) in violation of its respective charter, bylaws, certificate of limited partnership, limited partnership agreement, certificate of formation, limited liability company operating agreement or similar organizational documents or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which either the Guarantor, the Company or any such subsidiary is a party or by which it or any of them may be bound or to which any of the property or assets of any of them is subject, except, in the case of clause (ii), where such default would not, singly or in the aggregate, have a Material Adverse Effect. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity, other than those that have been made or obtained, is necessary or required for the performance by the Trust, the Guarantor, or the Company of their respective obligations under the Operative Documents, as applicable, or the consummation by the Trust, the Guarantor, and the Company of the transactions contemplated by the Operative Documents.
Conflicts, Authorizations and Approvals. Neither the Company nor any of its Subsidiaries is in violation of its respective articles or certificate of incorporation, charter or by-laws or
