Common use of Legal Proceedings; Orders Clause in Contracts

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquiror, threatened, Proceedings against Acquiror or any of its Subsidiaries. There is no Order imposed on Acquiror or any of its Subsidiaries that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror or any of its Subsidiaries as currently conducted. (b) Neither Acquiror nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquiror, threatened, Proceedings against Acquiror or any of its Subsidiaries. There is no Order imposed on Acquiror or any of its Subsidiaries that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror or any of its Subsidiaries as currently conducted. (b) Neither Acquiror nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order Order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in set forth on Section 3.14 of the aggregate, to have a Material Adverse Effect on AcquirorCompany Disclosure Schedules, neither Acquiror the Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquirorthe Company, threatened, Proceedings against Acquiror the Company or any of its Subsidiaries. There is no Order imposed on Acquiror the Company or any of its Subsidiaries (or that, upon consummation of the Merger, would apply to the Surviving Entity or any of its successors or Affiliates) that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror the Company or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror the Company or any of its Subsidiaries as currently conducted. (b) Neither Acquiror the Company nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquirorthe Company, since January 1, 2021, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquirorthe Company, neither Acquiror the Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquirorthe Company, threatened, Proceedings against Acquiror the Company or any of its Subsidiaries. There is no Order imposed on the Company or any of its Subsidiaries (or that, upon consummation of the Merger, would apply to the Acquiror or any of its Subsidiaries affiliates) that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror the Company or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror the Company or any of its Subsidiaries as currently conducted. To the Knowledge of the Company, there are no SEC inquiries or investigations, other governmental inquiries or investigations, or internal investigations pending or threatened regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any officer or director of the Company. (b) Neither Acquiror the Company nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order Order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) since January 1, 2018, has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquirorthe Company, since January 1, 2018, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquirorthe Company, neither Acquiror the Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquirorthe Company, threatened, Proceedings against Acquiror the Company or any of its Subsidiaries. There is no Order imposed on Acquiror the Company or any of its Subsidiaries (or that, upon consummation of the Merger, would apply to the Surviving Entity or any of its affiliates) that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror the Company or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror the Company or any of its Subsidiaries as currently conducted. (b) Neither Acquiror the Company nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquirorthe Company, since January 1, 2014, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquiror, threatened, Proceedings against Acquiror or any of its Subsidiaries. There is no Order imposed on Acquiror or any of its Subsidiaries that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror or any of its Subsidiaries as currently conducted. (b) Neither Acquiror nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, since January 1, 2021, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregateset forth on Schedule 5.7(a) there is no Proceeding pending or, to the Acquiror’s Knowledge, Threatened which, if adversely determined, would have a Material Adverse Effect on Acquiror, neither Merger Sub or Acquiror nor any Bank or prevent the consummation of its Subsidiaries the Contemplated Transactions. Except as set forth on Schedule 5.7(a), there is a party no existing Order applicable to any, and there are no pending or, to the Knowledge of or affecting Acquiror, threatened, Proceedings against Merger Sub or Acquiror Bank or any of its Subsidiaries. There is no Order imposed their assets or businesses which would have a Material Adverse Effect on Acquiror, Merger Sub or Acquiror Bank or any prevent the consummation of its Subsidiaries that would reasonably be expected to be material to the Company and its Subsidiaries taken as a wholeContemplated Transactions. No executive officer, director, agent or employee of Acquiror, Merger Sub or agent of Acquiror or any of its Subsidiaries Bank is subject to any Order that prohibits such officer, director, agent or employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses business of Acquiror, Merger Sub or Acquiror or any of its Subsidiaries Bank as currently conducted. (b) Neither Except as set forth on Schedule 5.7(b), neither Acquiror, Merger Sub nor Acquiror nor any of its SubsidiariesBank: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order Order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, bypaid to; or and (vii) has adopted any policies, procedures or board resolutions at the request of; , any Regulatory Authority that currently restricts in any material respect the conduct of its business, relates in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest dividends, or limits in any material manner its credit or risk management policies, its management policies or its business. To the Knowledge of Acquiror, none of the foregoing has been threatened by any Regulatory Authoritymanagement.

Legal Proceedings; Orders. (a) Except as would not reasonably be expectedset forth on Schedule 4.7(a), individually or in the aggregate, to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries there is a party to any, and there are no Proceeding pending or, to the Knowledge of Acquirorthe Company, threatenedThreatened which, Proceedings against Acquiror if adversely determined, would have a Material Adverse Effect on the Company or any Acquired Subsidiary or prevent the consummation of the Contemplated Transactions. Except as set forth on Schedule 4.7(a), there is no existing Order applicable to or affecting the Company, any Acquired Subsidiary or any of its Subsidiaries. There is no Order imposed their assets or businesses which would have a Material Adverse Effect on Acquiror the Company or any Acquired Subsidiary or prevent the consummation of its Subsidiaries that would reasonably be expected to be material the Contemplated Transactions. No executive officer or director, or to the Company’s Knowledge, any agent or employee, of the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror or any of its Subsidiaries Acquired Subsidiary is subject to any Order that prohibits such officer, director, agent or employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses business of Acquiror the Company or any of its Subsidiaries applicable Acquired Subsidiary as currently conducted. (b) Neither Acquiror nor Except as set forth on Schedule 4.7(b), none of the Company or any of its SubsidiariesAcquired Subsidiary: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order Order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, bypaid to; or and (vii) has adopted any policies, procedures or board resolutions at the request of; , any Regulatory Authority that currently restricts in any material respect the conduct of its business, relates in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest dividends, or limits in any material manner its credit or risk management policies, its management policies or its business. To the Knowledge of Acquiror, none of the foregoing has been threatened by any Regulatory Authoritymanagement.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or disclosed in Section 3.14 of the aggregate, to have a Material Adverse Effect on AcquirorCompany Disclosure Schedules, neither Acquiror the Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquirorthe Company, threatened, Proceedings against Acquiror the Company or any of its Subsidiaries. There is no Order imposed on Acquiror the Company or any of its Subsidiaries (or that, upon consummation of the Merger, would apply to the Surviving Entity or any of its successors or Affiliates) that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror the Company or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror the Company or any of its Subsidiaries as currently conducted. (b) Neither Acquiror the Company nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquirorthe Company, since January 1, 2018, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquiror, threatened, Proceedings against Acquiror or any of its Subsidiaries. There is no Order imposed on Acquiror or any of its Subsidiaries that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror or any of its Subsidiaries as currently conducted. (b) Neither Acquiror nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, none of the foregoing has been threatened by any Regulatory Authority.its

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquirorthe Company, neither Acquiror the Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquirorthe Company, threatened, Proceedings against Acquiror the Company or any of its Subsidiaries. There is no Order imposed on Acquiror the Company or any of its Subsidiaries (or that, upon consummation of the Merger, would apply to the Surviving Entity or any of its affiliates) that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror the Company or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror the Company or any of its Subsidiaries as currently conducted. (b) Neither Acquiror the Company nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquirorthe Company, since January 1, 2015, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as set forth on Section 4.12(a) of the Acquiror Disclosure Schedules, or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquiror, threatened, Proceedings against Acquiror or any of its Subsidiaries. There is no Order imposed on Acquiror or any of its Subsidiaries that would reasonably be expected to be material to the Company Acquiror and each of its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror or any of its Subsidiaries as currently conducted. (b) Neither Acquiror nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; , any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, since January 1, 2022, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as disclosed in any MidWestOne SEC Report filed prior to the date of this Agreement or as set forth on Schedule 4.16, since January 1, 2004, there have been, and currently are, no Proceedings or Orders pending, entered into or, to the Knowledge of MidWestOne, Threatened against or affecting MidWestOne or any MidWestOne Subsidiary or any of their respective assets or businesses, or the Contemplated Transactions, that have not been fully satisfied or terminated and that would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries is MidWestOne on a party to anyconsolidated basis, and there are is no pending or, fact to MidWestOne’s Knowledge that would provide a basis for any such Proceeding or Order. To the Knowledge of AcquirorMidWestOne, threatened, Proceedings against Acquiror or any of its Subsidiaries. There is no Order imposed on Acquiror or any of its Subsidiaries that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, agent or employee or agent of Acquiror MidWestOne or any of its Subsidiaries MidWestOne Subsidiary is subject to any Order that prohibits such officer, director, agent or employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror MidWestOne or any of its Subsidiaries MidWestOne Subsidiary as currently conducted. (b) Neither Acquiror MidWestOne nor any of its SubsidiariesMidWestOne Subsidiary: (i) is subject to any cease and desist or other Order or enforcement action issued by; , or (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; , or (iii) is a party to any commitment letter or similar undertaking to; , or (iv) is subject to any order or directive by; , or (v) is subject to any supervisory letter from; , or (vi) has been ordered to pay any civil money penalty, which has not been paid, by; , or (vii) has adopted any policies, procedures or board resolutions at the request of; of any Regulatory Authority that currently (w) restricts in any material respect the conduct of its business, or (x) that in any manner relates to its capital adequacy, or (y) restricts its ability to pay dividends dividends, or interest or (z) limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, none of the foregoing ; nor has MidWestOne or any MidWestOne Subsidiary been threatened advised by any Regulatory AuthorityAuthority that it is considering issuing, initiating, ordering or requesting any of the foregoing.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquirorthe Company, neither Acquiror the Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquirorthe Company, threatened, Proceedings against Acquiror the Company or any of its Subsidiaries. There is no Order imposed on the Company or any of its Subsidiaries (or that, upon consummation of the Stock and Asset Purchase, would apply to Acquiror or any of its Subsidiaries affiliates) that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror the Company or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror the Company or any of its Subsidiaries as currently conducted. (b) Neither Acquiror the Company nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquirorthe Company, since January 1, 2015, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in Neither the aggregate, to have a Material Adverse Effect on Acquiror, neither Acquiror Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquirorthe Company, threatened, Proceedings against Acquiror the Company or any of its SubsidiariesSubsidiaries that would reasonably be expected to be material to the Company or the Contemplated Transactions. There is no Order imposed on Acquiror the Company or any of its Subsidiaries (or that, upon consummation of the Contemplated Transactions, would apply to the Surviving Corporation or any of its affiliates) that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror the Company or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror the Company or any of its Subsidiaries as currently conducted. (b) Neither Acquiror the Company nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; , (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; , (iii) is a party to any commitment letter or similar undertaking to; , (iv) is subject to any order or directive by; , (v) is subject to any supervisory letter from; , (vi) has been ordered to pay any civil money penalty, which has not been paid, by; , or (vii) has adopted any policies, procedures or board resolutions at the request of; , any Regulatory Governmental Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of AcquirorSince January 1, 2016, none of the foregoing has been threatened by any Regulatory Governmental Authority.

Legal Proceedings; Orders. (a) Except as set forth in Section 3.14(a) of the Company Disclosure Schedules, or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquirorthe Company, neither Acquiror the Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquirorthe Company, threatened, Proceedings against Acquiror the Company or any of its Subsidiaries. There is no Order imposed on Acquiror the Company or any of its Subsidiaries (or that, upon consummation of the Merger, would apply to the Surviving Entity or any of its affiliates) that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror the Company or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror the Company or any of its Subsidiaries as currently conducted. (b) Neither Acquiror the Company nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order Order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquirorthe Company, since January 1, 2014, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as Schedule 5.16 is a true and correct list of all Proceedings and Orders pending, entered into or, to the Knowledge of ISBF, Threatened against, affecting or involving ISBF or any ISBF Subsidiary or any of their respective assets or businesses, or the Contemplated Transactions, since January 1, 2004, that has not been fully satisfied or terminated and that would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries is ISBF on a party to anyconsolidated basis, and there are is no pending or, fact to ISBF’s Knowledge that would provide a basis for any such Proceeding or Order. To the Knowledge of AcquirorISBF, threatened, Proceedings against Acquiror or any of its Subsidiaries. There is no Order imposed on Acquiror or any of its Subsidiaries that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, agent or employee or agent of Acquiror ISBF or any of its Subsidiaries ISBF Subsidiary is subject to any Order that prohibits such officer, director, agent or employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror ISBF or any of its Subsidiaries ISBF Subsidiary as currently conducted. (b) Neither Acquiror ISBF nor any of its SubsidiariesISBF Subsidiary: (i) is subject to any cease and desist or other Order or enforcement action issued by; , or (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; , or (iii) is a party to any commitment letter or similar undertaking to; , or (iv) is subject to any order or directive by; , or (v) is subject to any supervisory letter from; , or (vi) has been ordered to pay any civil money penalty, which has not been paid, by; , or (vii) has adopted any policies, procedures or board resolutions at the request of; of any Regulatory Authority that currently (w) restricts in any material respect the conduct of its business, or (x) that in any manner relates to its capital adequacy, or (y) restricts its ability to pay dividends dividends, or interest or (z) limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, none of the foregoing ; nor has ISBF or any ISBF Subsidiary been threatened advised by any Regulatory AuthorityAuthority that it is considering issuing, initiating, ordering or requesting any of the foregoing.

Legal Proceedings; Orders. (a) Except as set forth on Company Schedule 4.16, since January 1, 2011, there have been, and currently are, no Proceedings or Orders pending, entered into or, to the Knowledge of Company, Threatened against or affecting Company or any Company Subsidiary or any of their respective assets or businesses, or the Contemplated Transactions, that have not been fully satisfied or terminated and that would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries is Company on a party to anyconsolidated basis, and there are is no pending or, fact to Company’s Knowledge that would provide a basis for any such Proceeding or Order. To the Knowledge of AcquirorCompany, threatened, Proceedings against Acquiror or any of its Subsidiaries. There is no Order imposed on Acquiror or any of its Subsidiaries that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, agent or employee or agent of Acquiror Company or any of its Subsidiaries Company Subsidiary is subject to any Order that prohibits such officer, director, agent or employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror Company or any of its Subsidiaries Company Subsidiary as currently conducted. (b) Neither Acquiror Company nor any of its SubsidiariesCompany Subsidiary: (i) is subject to any cease and desist or other Order or enforcement action issued by; , or (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; , or (iii) is a party to any commitment letter or similar undertaking to; , or (iv) is subject to any order or directive by; , or (v) is subject to any supervisory letter from; , or (vi) has been ordered to pay any civil money penalty, which has not been paid, by; , or (vii) has adopted any policies, procedures or board resolutions at the request of; of any Regulatory Authority that currently (w) restricts in any material respect the conduct of its business, or (x) that in any manner relates to its capital adequacy, or (y) restricts its ability to pay dividends dividends, or interest or (z) limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, none of the foregoing ; nor has Company or any Company Subsidiary been threatened advised by any Regulatory AuthorityAuthority that it is considering issuing, initiating, ordering or requesting any of the foregoing.

Legal Proceedings; Orders. (a) Except Subject to Section 11.13 and except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on AcquirorFirst Defiance, neither Acquiror nor any of its Subsidiaries is a party to any(i) since January 1, 2017, there have been, and there are currently are, no pending Proceedings or Orders pending, entered into or, to the Knowledge of AcquirorFirst Defiance, threatenedthreatened against or affecting First Defiance, Proceedings against Acquiror or any of its Subsidiaries. There is no Order imposed on Acquiror or any of its Subsidiaries or any of their respective assets, businesses, current or former directors or executive officers, or the Contemplated Transactions, that would reasonably be expected to be material to the Company have not been fully satisfied, settled or terminated and its Subsidiaries taken as a whole. No (ii) no officer, director, employee or agent of Acquiror First Defiance or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror First Defiance or any of its Subsidiaries as currently conducted. (b) Neither Acquiror Subject to Section 11.13 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Defiance, neither First Defiance nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of AcquirorFirst Defiance, and subject to Section 11.13, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquirorthe Company, neither Acquiror the Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquirorthe Company, threatened, Proceedings against Acquiror the Company or any of its Subsidiaries. There is no Order imposed on Acquiror the Company or any of its Subsidiaries (or that, upon consummation of the Merger, would apply to the Surviving Entity or any of its Affiliates) that would reasonably be expected to be material to the Company and each of its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror the Company or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror the Company or any of its Subsidiaries as currently conducted. There are no pending or threatened Proceedings against any current or, to the Knowledge of the Company, former director or employee of the Company with respect to which the Company has, or is reasonably likely to have, an indemnification obligation. (b) Neither Acquiror the Company nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order Order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; , any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquirorthe Company, since January 1, 2022, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) 5.6.1 Except as disclosed in the FIBK SEC Documents, there have been no Proceedings or Orders pending, entered into or, to the Knowledge of FIBK, Threatened against, affecting or involving FIBK or any FIBK Subsidiary or any of their respective assets or businesses, or the Contemplated Transactions, since January 1, 2011, that had, or would not reasonably be expectedexpected to have, individually a Material Adverse Effect on FIBK on a consolidated basis or that would impair FIBK’s ability to consummate any of the Contemplated Transactions, and there is no fact to FIBK’s Knowledge that would provide a basis for any other Proceeding or Order involving FIBK or any FIBK Subsidiary, or any of its respective officers or directors in the aggregatetheir capacities as such, or its assets, business or goodwill that would reasonably be expected to have a Material Adverse Effect on Acquiror, neither Acquiror FIBK on a consolidated basis or that would impair FIBK’s ability to consummate any of the Contemplated Transactions. 5.6.2 Neither FIBK nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquiror, threatened, Proceedings against Acquiror or any of its Subsidiaries. There is no Order imposed on Acquiror or any of its Subsidiaries that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror or any of its Subsidiaries as currently conducted. FIBK Subsidiary (b) Neither Acquiror nor any of its Subsidiaries: (ia) is subject to any cease and cease-and-desist or other Order or enforcement action issued by; , or (iib) is a party to any written agreement, consent agreement or memorandum of understanding with; , or (iiic) is a party to any commitment letter or similar undertaking to; , or (ivd) is subject to any order or directive by; , or (ve) is subject to any supervisory letter from; , or (vif) has been ordered to pay any civil money penalty, which has not been paid, by; , or (viig) has adopted any policies, procedures or board resolutions at the request of; , any Regulatory Authority that currently (i) restricts in any material respect the conduct of its business, business or (ii) that in any material manner relates to its capital adequacy, or (iii) restricts its ability to pay dividends dividends, or interest or (iv) limits in any a material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, none of the foregoing ; nor has FIBK or any FIBK Subsidiary been threatened advised by any Regulatory AuthorityAuthority that it is considering issuing, initiating, ordering or requesting any of the foregoing. 5.6.3 This Section 5.6 shall not require the disclosure of any information the disclosure of which to MTWF would be prohibited by any Law.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquirorthe Company, neither Acquiror the Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquirorthe Company, threatened, Proceedings against Acquiror the Company or any of its Subsidiaries. There is no Order imposed on Acquiror the Company or any of its Subsidiaries (or that, upon consummation of the Merger, would apply to the Surviving Corporation or any of its affiliates) that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror the Company or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror the Company or any of its Subsidiaries as currently conducted. (b) Neither Acquiror the Company nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquirorthe Company, since January 1, 2014, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in set forth on Schedule 3.15(a) of the aggregate, to have a Material Adverse Effect on AcquirorCompany Disclosure Schedules, neither Acquiror the Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquirorthe Company, threatened, Proceedings against Acquiror the Company or any of its Subsidiaries. There is no Order imposed on Acquiror the Company or any of its Subsidiaries (or that, upon consummation of the Contemplated Transactions, would apply to the Surviving Company or any of its affiliates) that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror the Company or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror the Company or any of its Subsidiaries as currently conducted. (b) Neither Acquiror the Company nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the specific request of; of any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business, other than pursuant to Legal Requirements of general applicability to other financial institutions of a similar size and engaging in similar lines of business. To the Knowledge of Acquirorthe Company, since January 1, 2014, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expecteddisclosed in an Acquiror SEC Report filed prior to the date of this Agreement or as set forth on Acquiror Schedule 5.10, individually or in the aggregatesince January 1, to 2011, there have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries is a party to anybeen, and there are currently are, no pending Proceedings or Orders pending, entered into or, to the Knowledge of Acquiror, threatenedThreatened against, Proceedings against affecting or involving Acquiror or any of its Subsidiaries. There is no Order imposed on Acquiror Subsidiary or any of its Subsidiaries their respective assets or businesses, or the Contemplated Transactions that have not been fully satisfied or terminated and that would reasonably be expected to be material have a Material Adverse Effect on Acquiror on a consolidated basis, and there is no fact to Acquiror’s Knowledge that would provide a basis for any such Proceeding or Order. To the Company and its Subsidiaries taken as a whole. No Knowledge of Acquiror, no officer, director, agent or employee or agent of Acquiror or any of its Subsidiaries Acquiror Subsidiary is subject to any Order that prohibits such officer, director, agent or employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror or any of its Subsidiaries Acquiror Subsidiary as currently conducted. (b) Neither Acquiror nor any of its SubsidiariesAcquiror Subsidiary: (i) is subject to any cease and desist or other Order or enforcement action issued by; , or (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; , or (iii) is a party to any commitment letter or similar undertaking to; , or (iv) is subject to any order or directive by; , or (v) is subject to any supervisory letter from; , or (vi) has been ordered to pay any civil money penalty, which has not been paid, by; , or (vii) has adopted any policies, procedures or board resolutions at the request of; of any Regulatory Authority that currently (w) restricts in any material respect the conduct of its business, or (x) that in any manner relates to its capital adequacy, or (y) restricts its ability to pay dividends dividends, or interest or (z) limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, none of the foregoing ; nor has Acquiror or any Acquiror Subsidiary been threatened advised by any Regulatory AuthorityAuthority that it is considering issuing, initiating, ordering or requesting any of the foregoing.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquirorthe Company, neither Acquiror the Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquirorthe Company, threatened, Proceedings against Acquiror the Company or any of its Subsidiaries. There is no Order imposed on Acquiror the Company or any of its Subsidiaries (or that, upon consummation of the Merger, would apply to the Surviving Entity or any of its Affiliates) that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror the Company or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror the Company or any of its Subsidiaries as currently conducted. There are no pending or threatened Proceedings against any current or, to the Knowledge of the Company, former director or employee of the Company with respect to which the Company has, or is reasonably likely to have, an indemnification obligation. (b) Neither Acquiror the Company nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquirorthe Company, since January 1, 2019, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expectedset forth on Schedule 4.17, individually or in the aggregatesince January 1, to 2004, there have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries is a party to anybeen, and there are currently are, no pending Proceedings or Orders pending, entered into or, to the Knowledge of AcquirorHeritageBanc, threatened, Proceedings Threatened against Acquiror or affecting HeritageBanc or any HeritageBanc Subsidiary or any of its Subsidiaries. There their respective assets or businesses, or the Contemplated Transactions, that have not been fully satisfied or terminated and there is no Order imposed on Acquiror or any of its Subsidiaries fact to HeritageBanc’s Knowledge that would reasonably be expected to be material to provide a basis for any such Proceeding or Order. To the Company and its Subsidiaries taken as a whole. No Knowledge of HeritageBanc, no officer, director, agent or employee or agent of Acquiror HeritageBanc or any of its Subsidiaries HeritageBanc Subsidiary is subject to any Order that prohibits such officer, director, agent or employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror HeritageBanc or any of its Subsidiaries HeritageBanc Subsidiary as currently conducted. (b) Neither Acquiror HeritageBanc nor any of its SubsidiariesHeritageBanc Subsidiary: (i) is subject to any cease and desist or other Order or enforcement action issued by; , or (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; , or (iii) is a party to any commitment letter or similar undertaking to; , or (iv) is subject to any order or directive by; , or (v) is subject to any supervisory letter from; , or (vi) has been ordered to pay any civil money penalty, which has not been paid, by; , or (vii) has adopted any policies, procedures or board resolutions at the request of; of any Regulatory Authority that currently (w) restricts in any material respect the conduct of its business, or (x) that in any manner relates to its capital adequacy, or (y) restricts its ability to pay dividends dividends, or interest or (z) limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, none of the foregoing ; nor has HeritageBanc or any HeritageBanc Subsidiary been threatened advised by any Regulatory AuthorityAuthority that it is considering issuing, initiating, ordering or requesting any of the foregoing.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected4.19.1 The Disclosure Schedule sets forth a true and correct list of all Proceedings and Orders pending, individually or in the aggregate, to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries is a party to any, and there are no pending entered into or, to the Knowledge of AcquirorMTWF, threatened, Proceedings Threatened against Acquiror or affecting MTWF or any MTWF Subsidiary or any of its Subsidiaries. There their respective assets or businesses, or the Contemplated Transactions, that has not been fully satisfied and terminated and there is no Order imposed on Acquiror or any of its Subsidiaries fact known to MTWF that would reasonably be expected to be material to provide a basis for any other Proceeding or Order. To the Company and its Subsidiaries taken as a whole. No Knowledge of MTWF, no officer, director, agent or employee or agent of Acquiror MTWF or any of its Subsidiaries MTWF Subsidiary is subject to any Order that prohibits such officer, director, agent or employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror MTWF or any of its Subsidiaries as currently conductedMTWF Subsidiary. (b) 4.19.2 Neither Acquiror MTWF nor any of its Subsidiaries: MTWF Subsidiary (ia) is subject to any cease and cease-and-desist or other Order or enforcement action issued by; , or (iib) is a party to any written agreement, consent agreement or memorandum of understanding with; , or (iiic) is a party to any commitment letter or similar undertaking to; , or (ivd) is subject to any order or directive by; , or (ve) is subject to any supervisory letter from; , or (vif) has been ordered to pay any civil money penalty, which has not been paid, by; , or (viig) has adopted any policies, procedures or board resolutions at the request of; , any Regulatory Authority that currently (i) restricts in any material respect the conduct of its business, business or (ii) that in any material manner relates to its capital adequacy, or (iii) restricts its ability to pay dividends dividends, or interest or (iv) limits in any a material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, none of the foregoing ; nor has MTWF or any MTWF Subsidiary been threatened advised by any Regulatory AuthorityAuthority that it is considering issuing, initiating, ordering or requesting any of the foregoing. 4.19.3 This Section 4.19 shall not require the disclosure of any information the disclosure of which to FIBK would be prohibited by any Law.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries SCHEDULE 4.16 is a party to anytrue and correct list of all Proceedings and Orders pending, and there are no pending entered into or, to the Knowledge of AcquirorCitizens, threatenedThreatened against, Proceedings against Acquiror affecting or involving Citizens or any Citizens Subsidiary or any of its Subsidiaries. There is no Order imposed on Acquiror their respective assets or any of its Subsidiaries businesses, or the Contemplated Transactions, since January 1, 2001, that has not been fully satisfied and terminated and that would reasonably be expected to be material have, a Material Adverse Effect on Citizens on a consolidated basis, and there is no fact to Citizens' Knowledge that would provide a basis for any other Proceeding or Order. To the Company and its Subsidiaries taken as a whole. No Knowledge of Citizens, no officer, director, agent or employee or agent of Acquiror Citizens or any of its Subsidiaries Citizens Subsidiary is subject to any Order that prohibits such officer, director, agent or employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror Citizens or any of its Subsidiaries Citizens Subsidiary as currently conducted. (b) Neither Acquiror Except for the memorandum of understanding described on SCHEDULE 4.16 (the "EXISTING MOU"), neither Citizens nor any of its SubsidiariesCitizens Subsidiary: (i) is subject to any cease and desist or other Order or enforcement action issued by; , or (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; , or (iii) is a party to any commitment letter or similar undertaking to; , or (iv) is subject to any order or directive by; , or (v) is subject to any supervisory letter from; , or (vi) has been ordered to pay any civil money penalty, which has not been paid, by; , or (vii) has adopted any policies, procedures or board resolutions at the request of; , any Regulatory Authority that currently (w) restricts in any material respect the conduct of its business, business or (x) that in any material manner relates to its capital adequacy, or (y) restricts its ability to pay dividends dividends, or interest or (z) limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, none of the foregoing ; nor has Citizens or any Citizens Subsidiary been threatened advised by any Regulatory AuthorityAuthority that it is considering issuing, initiating, ordering or requesting any of the foregoing. Citizens is in compliance with all of the material terms of the Existing MOU.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in set forth on Section 4.11(a) of the aggregate, to have a Material Adverse Effect on AcquirorAcquiror Disclosure Schedules, neither Acquiror nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquiror, threatened, Proceedings against Acquiror or any of its Subsidiaries. There is no Order imposed on Acquiror or any of its Subsidiaries that would reasonably be expected to be material to the Company Acquiror and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror or any of its Subsidiaries as currently conducted. (b) Neither Acquiror nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order Order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions Regulatory Agreement at the request of; of any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest interest, or relates to, or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, since December 31, 2015, none of the foregoing is pending or has been threatened by any Regulatory Authority, and, to Acquiror’s Knowledge, no such Regulatory Authority is considering issuing any such Regulatory Agreement or has threatened the commencement of any regulatory investigation. (c) None of Acquiror, any Subsidiary of Acquiror or, to Acquiror’s Knowledge, any of their respective Representatives has, directly or indirectly: (i) used any funds of Acquiror or any Subsidiary of Acquiror for any unlawful contribution, unlawful gift or unlawful entertainment or other expense relating to political activity; (ii) made any unlawful payment to any foreign or domestic governmental official or employee or to any foreign or domestic political party or campaign from funds of Acquiror or any Subsidiary of Acquiror; (iii) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977 or any similar law; (iv) established or maintained any unlawful fund of monies or other assets of Acquiror or any Subsidiary of Acquiror; (v) made any fraudulent entry on the books or records of Acquiror or any Subsidiary of Acquiror; or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business or to obtain special concessions for Acquiror or any Subsidiary of Acquiror or any of their Affiliates, to pay for favorable treatment for business secured or to pay for special concessions already obtained for Acquiror or any Subsidiary of Acquiror, or is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of Treasury. (d) Section 4.11(d) of the Acquiror Disclosure Schedules lists each Proceeding which is pending on the date of this Agreement, or that has been settled in the past three (3) years against Acquiror or any Subsidiary of Acquiror, any present or former officer, director or employee of Acquiror or any Subsidiary of Acquiror (relating to their capacity as such).

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries SCHEDULE 4.16 is a party to anytrue and correct list of all Proceedings and Orders pending, and there are no pending entered into or, to the Knowledge of AcquirorSBI, threatenedThreatened against, Proceedings against Acquiror affecting or involving SBI or any SBI Subsidiary or any of its Subsidiaries. There is no Order imposed on Acquiror their respective assets or any of its Subsidiaries businesses, or the Contemplated Transactions, since January 1, 2002, that has not been fully satisfied and terminated and that would reasonably be expected to be material have, a Material Adverse Effect on SBI on a consolidated basis, and there is no fact to SBI's Knowledge that would provide a basis for any other Proceeding or Order. To the Company and its Subsidiaries taken as a whole. No Knowledge of SBI, no officer, director, agent or employee or agent of Acquiror SBI or any of its Subsidiaries SBI Subsidiary is subject to any Order that prohibits such officer, director, agent or employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror SBI or any of its Subsidiaries SBI Subsidiary as currently conducted. (b) Neither Acquiror SBI nor any of its SubsidiariesSBI Subsidiary: (i) is subject to any cease and desist or other Order or enforcement action issued by; , or (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; , or (iii) is a party to any commitment letter or similar undertaking to; , or (iv) is subject to any order or directive by; , or (v) is subject to any supervisory letter from; , or (vi) has been ordered to pay any civil money penalty, which has not been paid, by; , or (vii) has adopted any policies, procedures or board resolutions at the request of; , any Regulatory Authority that currently (w) restricts in any material respect the conduct of its business, business or (x) that in any material manner relates to its capital adequacy, or (y) restricts its ability to pay dividends dividends, or interest or (z) limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, none of the foregoing ; nor has SBI or any SBI Subsidiary been threatened advised by any Regulatory AuthorityAuthority that it is considering issuing, initiating, ordering or requesting any of the foregoing.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries Schedule 5.16 is a party to anytrue and correct list of all Proceedings and Orders pending, and there are no pending entered into or, to the Knowledge of AcquirorMSTI, threatenedThreatened against, Proceedings against Acquiror affecting or involving MSTI or any MSTI Subsidiary or any of its Subsidiaries. There is no Order imposed on Acquiror their respective assets or any of its Subsidiaries businesses, or the Contemplated Transactions since January 1, 2001, that has not been fully satisfied and terminated and that would reasonably be expected to be material have, a Material Adverse Effect on MSTI on a consolidated basis, and there is no fact to MSTI’s Knowledge that would provide a basis for any such Proceeding or Order. To the Company and its Subsidiaries taken as a whole. No Knowledge of MSTI, no officer, director, agent or employee or agent of Acquiror MSTI or any of its Subsidiaries MSTI Subsidiary is subject to any Order that prohibits such officer, director, agent or employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror MSTI or any of its Subsidiaries MSTI Subsidiary as currently conducted. (b) Neither Acquiror MSTI nor any of its Subsidiaries: MSTI Subsidiary (i) is subject to any cease and desist or other Order or enforcement action issued by; , or (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; , or (iii) is a party to any commitment letter or similar undertaking to; , or (iv) is subject to any order or directive by; , or (v) is subject to any supervisory letter from; , or (vi) has been ordered to pay any civil money penalty, which has not been paid, by; , or (vii) has adopted any policies, procedures or board resolutions at the request of; of any Regulatory Authority that currently restricts in any material respect the conduct of its business, business or (x) that in any material manner relates to its capital adequacy, or (y) restricts its ability to pay dividends dividends, or interest or (z) limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, none of the foregoing ; nor has MSTI or any MSTI Subsidiary been threatened advised by any Regulatory AuthorityAuthority that it is considering issuing, initiating, ordering or requesting any of the foregoing.

Legal Proceedings; Orders. (a) Except as set forth in Section 3.14 of the Company Disclosure Schedule and as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquirorthe Company, neither Acquiror the Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquirorthe Company, threatened, Proceedings against Acquiror the Company or any of its Subsidiaries. There is no Order imposed on the Company or any of its Subsidiaries (or that, upon consummation of the Merger, would apply to the Acquiror or any of its Subsidiaries affiliates) that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror the Company or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror the Company or any of its Subsidiaries as currently conducted. (b) Neither Acquiror the Company nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order Order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquirorthe Company, since January 1, 2016, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquiror, threatened, Proceedings against Acquiror or any of its Subsidiaries. There is no Order imposed on Acquiror or any of its Subsidiaries that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror or any of its Subsidiaries as currently conducted. (b) Neither Acquiror nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, since January 1, 2019, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries is a party to any, and there are no pending or, to the Knowledge of Acquiror, threatened, Proceedings against Acquiror or any of its Subsidiaries. There is no Order imposed on Acquiror or any of its Subsidiaries that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No officer, director, employee or agent of Acquiror or any of its Subsidiaries is subject to any Order that prohibits such officer, director, employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror or any of its Subsidiaries as currently conducted. (b) Neither Acquiror nor any of its Subsidiaries: (i) is subject to any cease and desist or other Order or enforcement action issued by; (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; (iii) is a party to any commitment letter or similar undertaking to; (iv) is subject to any order or directive by; (v) is subject to any supervisory letter from; (vi) has been ordered to pay any civil money penalty, which has not been paid, by; or (vii) has adopted any policies, procedures or board resolutions at the request of; any Regulatory Authority that currently restricts in any material respect the conduct of its business, in any manner relates to its capital adequacy, restricts its ability to pay dividends or interest or limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, since January 1, 2018, none of the foregoing has been threatened by any Regulatory Authority.

Legal Proceedings; Orders. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries Schedule 4.16 is a party to anytrue and correct list of all Proceedings and Orders pending, and there are no pending entered into or, to the Knowledge of AcquirorCitizens, threatenedThreatened against, Proceedings against Acquiror affecting or involving Citizens or any Citizens Subsidiary or any of its Subsidiaries. There is no Order imposed on Acquiror their respective assets or any of its Subsidiaries businesses, or the Contemplated Transactions, since January 1, 2001, that has not been fully satisfied and terminated and that would reasonably be expected to be material have, a Material Adverse Effect on Citizens on a consolidated basis, and there is no fact to Citizens’ Knowledge that would provide a basis for any other Proceeding or Order. To the Company and its Subsidiaries taken as a whole. No Knowledge of Citizens, no officer, director, agent or employee or agent of Acquiror Citizens or any of its Subsidiaries Citizens Subsidiary is subject to any Order that prohibits such officer, director, agent or employee or agent from engaging in or continuing any conduct, activity or practice relating to the businesses of Acquiror Citizens or any of its Subsidiaries Citizens Subsidiary as currently conducted. (b) Neither Acquiror Except for the memorandum of understanding described on Schedule 4.16 (the “Existing MOU”), neither Citizens nor any of its SubsidiariesCitizens Subsidiary: (i) is subject to any cease and desist or other Order or enforcement action issued by; , or (ii) is a party to any written agreement, consent agreement or memorandum of understanding with; , or (iii) is a party to any commitment letter or similar undertaking to; , or (iv) is subject to any order or directive by; , or (v) is subject to any supervisory letter from; , or (vi) has been ordered to pay any civil money penalty, which has not been paid, by; , or (vii) has adopted any policies, procedures or board resolutions at the request of; , any Regulatory Authority that currently (w) restricts in any material respect the conduct of its business, business or (x) that in any material manner relates to its capital adequacy, or (y) restricts its ability to pay dividends dividends, or interest or (z) limits in any material manner its credit or risk management policies, its management or its business. To the Knowledge of Acquiror, none of the foregoing ; nor has Citizens or any Citizens Subsidiary been threatened advised by any Regulatory AuthorityAuthority that it is considering issuing, initiating, ordering or requesting any of the foregoing. Citizens is in compliance with all of the material terms of the Existing MOU.