(jj) None of the Eastern Parties has: (i) issued any securities within the last 18 months (except for notes to evidence bank loans and reverse repurchase agreements and in connection with the organization of the Company) or incurred any material liabilities or obligation for borrowing (other than deposit liabilities or other funding in the ordinary course consistent with the disclosures set forth in the Registration Statement, the Prospectus and the General Disclosure Package); (ii) had any material dealings within the 12 months prior to the date hereof with any member of the FINRA, or any person related to or associated with such member, other than discussions and meetings relating to the proposed Offering and routine purchases and sales of United States government and agency and other securities in the ordinary course of business; (iii) entered into a financial or management consulting agreement except as contemplated hereunder; and (iv) engaged any intermediary between the Agent and the Holding Company or the Bank in connection with the offering of the Shares, and no person is being compensated in any manner for such service.
(kk) The Eastern Parties have not relied upon the Agent or its legal counsel for any legal, tax or accounting advice in connection with the Conversion.
(ll) The records used by the Eastern Parties to determine the identities of the Eligible Account Holders and the Supplemental Eligible Account Holders and employees, officers, directors, trustees and corporators of the Bank and the MHC are accurate and complete in all material respects.
(mm) None of the Eastern Parties is or intends to conduct business in a manner which would cause it to become an investment company, an entity controlled by an investment company or an investment adviser within the meaning of the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended.
(nn) No labor disturbance by or dispute with employees of any of the Eastern Parties or their respective subsidiaries exists or, to the knowledge of the Eastern Parties, is contemplated or threatened, and none of the Eastern Parties is aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its subsidiaries principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. No employee of any of the Eastern Parties or any of their respective subsidiaries is represented by a collective bargaining unit.
(oo) None of the Eastern Parties or their respective subsidiaries or any properties owned or operated by any of them, is in violation of or liable under any Environmental Law (as defined below), except for such violations or liabilities that, individually or in the aggregate, would not have a Material Adverse Effect. There are no actions, suits or proceedings, or demands, claims, notices or investigations (including, without limitation, notices, demand letters or requests for information from any environmental agency) instituted or pending or, to the knowledge of the Eastern Parties, threatened relating to the liability of any property owned or operated by any of the Eastern Parties or their respective subsidiaries under any Environmental Law. To the knowledge of the Eastern Parties, there are no events or circumstances that could reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting any of the Eastern Parties or their respective subsidiaries relating to any Environmental Law. For purposes of this subsection, the term Environmental Law means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any regulatory authority relating to (i) the protection, preservation or restoration of the environment (including, without limitation, air, water, vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, whether by type or by quantity, including any material containing any such substance as a component.
(pp) The Eastern Parties and their respective subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with managements general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in accordance with managements general or specific authorization, and (D) the recorded accounts or assets are compared with the existing assets at reasonable intervals and appropriate action