No Conflicts; Defaults. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, and compliance by the Bank with any provision hereof and thereof will not (a) conflict with or result in a breach of, or default or loss of any benefit under, any provision of its Charter Documents or, except as set forth in Exhibit 4.16 any material agreement, instrument or obligation to which it is a party or by which the property of the Bank is bound or give any other party to any such agreement, instrument or obligation the right to terminate or modify any term thereof; (b) except for the prior approval of the FRB, Commissioner, any other required Governmental Entity and as set forth in Exhibit 4.16, require any Consents; or (c) result in the creation or imposition of any Encumbrance on any of the properties or assets of the Bank; or (d) violate the Charter Documents or any Rules to which the Bank is subject.
No Conflicts; Defaults. The execution and delivery of this Guaranty and the performance by the Guarantor of its obligations hereunder and the consummation of the transactions contemplated herein are within the corporate powers of the Guarantor and will not conflict with or constitute a breach of the Guarantor's articles of incorporation or by-laws. Except for consents and approvals obtained by Guarantor, true, correct and complete copies of which have been delivered by the Guarantor to the Lessor prior to the execution and delivery of this Guaranty, neither the execution, acknowledgment and delivery of, nor the performance of its obligations under, this Guaranty, will conflict with or violate, or constitute a default or require any consent or waiver under, any material provision of any mortgage, deed of trust, evidence of indebtedness, order, decree or agreement to which the Guarantor is a party or by which it or any substantial part of its property is bound.
No Conflicts; Defaults. Neither the execution and delivery of this Agreement and the other related agreements and instruments to be executed and delivered by Transferor, nor the performance by Transferor of the transactions contemplated under this Agreement, will (a) result in the creation or imposition of any liens in favor of any third person or entity upon any of the Assets; (b) violate any law, statute, judgment, decree, order, rule or regulation of any governmental authority; (c) constitute an event which, after notice or lapse of time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of liens.
No Conflicts; Defaults. Neither the execution nor the delivery of the Transaction Agreements, nor the transactions contemplated hereby or thereby, nor compliance with the terms and conditions hereof or thereof will (i) contravene (A) any provision of Debtor’s organizational documents, or (B) any provision of any law, statute, decree, rule or regulation as to which Debtor or any of its property is bound, or (C) any judgment, decree, franchise, order or permit applicable to the Debtor or any of its property in favor of anyone other than Lender; (ii) conflict with, or result in any breach of any terms, covenants, conditions or provisions of, or constitute a default (with or without the giving of notice or passage of time or both) under or pursuant to the terms of any other agreement or instrument to which the Debtor is a party or by which it is bound; or (iii) result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the property or assets of the Debtor in favor of anyone other than Lender. Debtor is not in default and would not with the giving of notice or passage of time or both be in default under any agreement to which it is a party or by which it or any of its property may be bound; and no litigation, arbitration or administrative proceeding is currently pending or threatened which might have an adverse effect on the business, assets or financial condition of Debtor.
No Conflicts; Defaults. The execution, delivery and performance of this Agreement, the Agreement of second Merger and the ----------------------- Agreement of Bank Merger by CBB, the consummation of the transactions contemplated herein and compliance by CBB with any provision hereof will not (a) conflict with its Charter Documents; (b) except for the prior approval of the FRB, the Comptroller, the FDIC and the Commissioner, require any Consents of CBB; or (c) subject to obtaining the Consents referred to in subsection (b) of this Section 5.4 and the expiration of any required waiting period, violate any Rules to which CBB is subject.
No Conflicts; Defaults. The execution, delivery and performance of the Agreement of Merger and the consummation of the transactions contemplated therein, and compliance by PCBG Merger Corporation with any provision thereof will not (a) conflict with or result in a breach of, or default or loss of any benefit under, any provision of its Charter Documents or, except as set forth in Exhibit 7.16 any material agreement, instrument or obligation to which PCBG Merger Corporation will become a party or by which the property of PCBG Merger Corporation will become bound or give any other party to any such agreement, instrument or obligation the right to terminate or modify any term thereof; (b) except for the prior approval of the FRB, the FDIC and the Commissioner and as set forth in Exhibit 7.16, require any Consents; (c) result in the creation or imposition of any Encumbrance on any of the properties or assets of PCBG Merger Corporation; or (d) violate the Charter Documents or any Rules to which PCBG Merger Corporation is subject.
No Conflicts; Defaults. The execution and delivery of this Guaranty and the performance by the Guarantor of their obligations hereunder and the consummation of the transactions contemplated herein are within the corporate powers of the Guarantor and will not conflict with or constitute a breach of the Guarantor's articles of incorporation or by-laws. Neither the execution, acknowledgment and delivery of, nor the performance of their obligations under this Guaranty will conflict with or violate, or constitute a default or require any consent or waiver under, any provision of any mortgage, deed of trust, evidence of indebtedness, order, decree or agreement to which Guarantor are a party or by which they or any substantial part of their property is bound, which consent or waiver has not been obtained.
No Conflicts; Defaults. The execution, delivery and performance of the Agreement of Merger and the consummation of the transactions contemplated therein, and compliance by PCBG Valley Corporation with any provision thereof will not (a) conflict with or result in a breach of, or default or loss of any benefit under, any provision of its Charter Documents or, except as set forth in Exhibit 7.16 any material agreement, instrument or obligation to which PCBG Valley Corporation will become a party or by which the property of PCBG Valley Corporation will become bound or give any other party to any such agreement, instrument or obligation the right to terminate or modify any term thereof; (b) except for the prior approval of the FRB, the FDIC and the Commissioner and as set forth in Exhibit 7.16, require any Consents; (c) result in the creation or imposition of any Encumbrance on any of the properties or assets of PCBG Valley Corporation; or (d) violate the Charter Documents or any Rules to which PCBG Valley Corporation is subject.
No Conflicts; Defaults. Neither the execution and delivery by such Company to this Agreement, the consummation of the transactions contemplated herein or therein, nor compliance by such Company with any of the provisions hereof or thereof, will: (a) conflict with or result in a breach of any provision of such Company’s Charter Documents; (b) constitute a breach of or result in a default or loss of any benefit under, (or give rise to any rights of termination, modification, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, contract, mortgage, indenture, franchise, license, permit, agreement or other instrument or obligation to which such Company is a party, or by which such Comp any or any of their respective assets are bound; (c) require any Consents except as provided pursuant to this Agreement; or (d) violate any Rules applicable to each such Company or any of its properties or assets.
No Conflicts; Defaults. Neither the execution and delivery of this Servicing Agreement or the Origination Agreement or the Origination Papers by Servicer nor the consummation of the transactions contemplated by this Servicing Agreement or the Origination Agreement and the Origination Papers by Servicer will (A) conflict with, result in the breach of, constitute a default under, or accelerate the performance required by, the terms of any contract, instrument or commitment to which Servicer is a party or by which Servicer is bound, including without limitation, any Program Agreement, (B) violate the articles of organization or the operating agreement (or certificate of incorporation or bylaws) of Servicer, (C) result in the creation of any Lien upon any of the Loans (except pursuant to the terms hereof), (D) require the consent or approval under any judgment, order, writ, decree, permit or license to which Servicer is a party or by which it is bound, or (E) require the consent or approval of any other party to any contract, instrument or commitment to which Servicer is a party or by which it is bound. Servicer is not subject to any agreement with any Governmental Authority that would prevent the consummation by Servicer of the transactions contemplated by this Servicing Agreement or the Origination Agreement. CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
