OTS to suspend the Offerings and no action for such purpose has been instituted or threatened by the OTS; and, to the best of such counsel's knowledge after due inquiry, no person has sought to obtain review of the final action of the OTS, the Department or the FDIC in approving the Plans and the actions contemplated thereunder. (xxiii) To the best of such counsel's knowledge after due inquiry, the Company, the MHCs and the Bank have obtained all licenses, permits and other governmental approvals and authorizations currently required for the conduct of their respective businesses as described in the Registration Statement and Prospectus, and all such licenses, permits and other governmental authorizations are in full force and effect, and the Company, the MHCs, the Bank and the Subsidiaries are in all material respects complying therewith. (xxiv) (A) None of the Company, the MHCs, the Bank, or any of the Subsidiaries is in violation of their respective certificates of incorporation, organization certificate, articles of incorporation or charter, as the case may be, or bylaws and (B) to the best of such counsel's knowledge, the Company, the MHCs, the Bank and the Subsidiaries are not in default (nor has any event occurred which, with notice or lapse of time or both, would constitute a 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 instrument to which the Company, the MHCs, the Bank or the Subsidiaries is a party or by which the Company, the MHCs, the Bank, the Subsidiaries or any of their property may be bound. 31 (xxv) The Company is in compliance with the applicable provisions of the Sarbanes-Oxley Act. (xxvi) The Company is not and, upon completion of the Reorganization and Additional