Common use of Legal Proceedings; Regulatory Action Clause in Contracts

Legal Proceedings; Regulatory Action. (a) Other than as set forth in HVBC Disclosure Schedule 3.13, (i) there are no pending or, to HVBC’s Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations against HVBC or any of its Subsidiaries and (ii) to HVBC’s Knowledge, there are no facts which would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Neither HVBC nor HVB is a party to any, nor are there any pending or, to HVBC’s Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations against HVBC or HVB in which, to the Knowledge of HVBC, there is a reasonable probability of any material recovery against or a Material Adverse Effect on HVBC or which challenges the validity or propriety of the transactions contemplated by this Agreement. (c) There is no injunction, order, judgment or decree imposed upon HVBC or any of its Subsidiaries, or their respective assets, and to HVBC’s Knowledge, no such action has been threatened against HVBC or any of its Subsidiaries. (d) None of HVBC or any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 2020, a recipient of any supervisory letter from, or since January 1, 2020, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated banks or financial holding companies or their subsidiaries. (e) Neither HVBC nor HVB has been advised by a Governmental Authority that it will issue, or has Knowledge of any facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting), any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Legal Proceedings; Regulatory Action. (a) Other than as set forth in HVBC Salisbury Disclosure Schedule 3.133.12, (i) there are no pending or, to HVBCSalisbury’s Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions against, or governmental or regulatory investigations against HVBC of, Salisbury or any of its Subsidiaries and (ii) to HVBCSalisbury’s Knowledge, there are no facts which would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Neither HVBC Salisbury nor HVB Salisbury Bank is a party to any, nor are there any pending or, to HVBCSalisbury’s Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations against HVBC Salisbury or HVB Salisbury Bank in which, to the Knowledge of HVBCSalisbury, there is a reasonable probability of any material recovery against or a Material Adverse Effect on HVBC Salisbury or which challenges the validity or propriety of the transactions contemplated by this Agreement. (c) There is no injunction, order, judgment or decree imposed upon HVBC Salisbury or any of its Subsidiaries, or their respective assets, and to HVBC’s Knowledge, no such action has been threatened against HVBC Salisbury or any of its Subsidiaries. (d) None of HVBC Salisbury or any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 2020, a recipient of any supervisory letter from, or since January 1, 2020, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated banks or financial holding companies or their subsidiaries. (e) Neither HVBC Salisbury nor HVB Salisbury Bank has been advised by a Governmental Authority that it will issue, or has Knowledge of any facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting), any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission. (f) Without limiting the generality of Section 8.10(b), the parties acknowledge that this Section 3.12 is subject to the limitations of Section 8.10(b) hereof.

Legal Proceedings; Regulatory Action. (a) Other than as set forth in HVBC Exxxx Disclosure Schedule 3.133.12, (i) there are no pending or, to HVBC’s Exxxx’x Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions against, or governmental or regulatory investigations against HVBC of, Exxxx or any of its Subsidiaries and (ii) to HVBC’s Exxxx’x Knowledge, there are no facts which would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Neither HVBC Nxxxxxx Xxxxx nor HVB Exxxx Bank is a party to any, nor are there any pending or, to HVBC’s Exxxx’x Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations against HVBC Exxxx or HVB Exxxx Bank in which, to the Knowledge of HVBCExxxx, there is a reasonable probability of any material recovery against or a Material Adverse Effect on HVBC Exxxx or which challenges the validity or propriety of the transactions contemplated by this Agreement. (c) There is no injunction, order, judgment or decree imposed upon HVBC Exxxx or any of its Subsidiaries, or their respective assets, and to HVBC’s Knowledge, no such action has been threatened against HVBC Exxxx or any of its Subsidiaries. (d) None of HVBC Exxxx or any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20202022, a recipient of any supervisory letter from, or since January 1, 20202022, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated banks or financial holding companies or their subsidiaries. (e) Neither HVBC Nxxxxxx Xxxxx nor HVB Exxxx Bank has been advised by a Governmental Authority that it will issue, or has Knowledge of any facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting), any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission. (f) Without limiting the generality of Section 8.10(b), the parties acknowledge that this Section 3.12 is subject to the limitations of Section 8.10(b) hereof.

Legal Proceedings; Regulatory Action. (a) Other than as set forth in HVBC CBBC Disclosure Schedule 3.133.12, (i) there are no pending or, to HVBCCBBC’s Knowledge, threatened, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against HVBC CBBC or any of its Subsidiaries and (ii) to HVBC’s Knowledge, there are no facts which would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Neither HVBC nor HVB CBBC is not a party to any, nor are there any pending or, to HVBCCBBC’s Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against HVBC or HVB CBBC in which, to the Knowledge of HVBCCBBC, there is a reasonable probability of any material recovery against or a other Material Adverse Effect on HVBC CBBC or which challenges the validity or propriety of the transactions contemplated by this Agreement. (c) There is no injunction, order, judgment or decree imposed upon HVBC CBBC or any of its Subsidiaries, or their respective assetsassets of CBBC, and to HVBC’s Knowledge, no such action has been threatened against HVBC none of CBBC or any of its SubsidiariesSubsidiaries has been advised of, or is aware of, the threat of any such action. (d) Other than as set forth in CBBC Disclosure Schedule 3.12, none of CBBC or any of its Subsidiaries is a party to or subject to any assistance agreement, order, decree, supervisory agreement, or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the NJDBI and the FDIC) or the supervision or regulation of CBBC. None of HVBC CBBC or any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20202014, a recipient of any supervisory letter from, or since January 1, 20202014, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated banks bank or financial holding companies or their subsidiaries. (e) Neither HVBC nor HVB CBBC has not been advised by a Governmental Authority that it will issue, or has Knowledge of any facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting), any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, other than any agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission that CBBC is not permitted by law or regulation to disclose.

Legal Proceedings; Regulatory Action. (a) Other than as set forth in HVBC Wellesley Disclosure Schedule 3.13, (i) there are no pending or, to HVBCWellesley’s Knowledge, threatened, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against HVBC Wellesley or any of its Subsidiaries and (ii) to HVBCWellesley’s Knowledge, there are no facts which would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Neither HVBC Wellesley nor HVB Wellesley Bank is a party to any, nor are there any pending or, to HVBCWellesley’s Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against HVBC Wellesley or HVB Wellesley Bank in which, to the Knowledge of HVBCWellesley, there is a reasonable probability of any material recovery against or a other Material Adverse Effect on HVBC Wellesley or which challenges the validity or propriety of the transactions contemplated by this Agreement. (c) There is no injunction, order, judgment or decree imposed upon HVBC Wellesley or any of its Subsidiaries, or their respective assets, and to HVBC’s Knowledge, no such action has been threatened against HVBC none of Wellesley or any of its SubsidiariesSubsidiaries has been advised of, or is aware of, the threat of any such action. (d) None of HVBC Wellesley or any of its Subsidiaries is a party to or subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the MDOB, the FRB and the FDIC) or the supervision or regulation of Wellesley or Wellesley Bank. None of Wellesley or any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20202017, a recipient of any supervisory letter from, or since January 1, 20202017, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated banks or financial holding companies or their subsidiaries. (e) Neither HVBC Wellesley nor HVB Wellesley Bank has been advised by a Governmental Authority that it will issue, or has Knowledge of any facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting), any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Legal Proceedings; Regulatory Action. (a) Other than as set forth in HVBC Xxxxx Disclosure Schedule 3.133.12, (i) there are no pending or, to HVBC’s Xxxxx’x Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions against, or governmental or regulatory investigations against HVBC of, Xxxxx or any of its Subsidiaries and (ii) to HVBC’s Xxxxx’x Knowledge, there are no facts which would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Neither HVBC Xxxxxxx Xxxxx nor HVB Xxxxx Bank is a party to any, nor are there any pending or, to HVBC’s Xxxxx’x Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations against HVBC Xxxxx or HVB Xxxxx Bank in which, to the Knowledge of HVBCXxxxx, there is a reasonable probability of any material recovery against or a Material Adverse Effect on HVBC Xxxxx or which challenges the validity or propriety of the transactions contemplated by this Agreement. (c) There is no injunction, order, judgment or decree imposed upon HVBC Xxxxx or any of its Subsidiaries, or their respective assets, and to HVBC’s Knowledge, no such action has been threatened against HVBC Xxxxx or any of its Subsidiaries. (d) None of HVBC Xxxxx or any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20202022, a recipient of any supervisory letter from, or since January 1, 20202022, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated banks or financial holding companies or their subsidiaries. (e) Neither HVBC Xxxxxxx Xxxxx nor HVB Xxxxx Bank has been advised by a Governmental Authority that it will issue, or has Knowledge of any facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting), any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission. (f) Without limiting the generality of Section 8.10(b), the parties acknowledge that this Section 3.12 is subject to the limitations of Section 8.10(b) hereof.

Legal Proceedings; Regulatory Action. (a) Other than as set forth in HVBC EBNJ Disclosure Schedule 3.133.12, (i) there are no pending or, to HVBCEBNJ’s Knowledge, threatened, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against HVBC EBNJ or any of its Subsidiaries and (ii) to HVBC’s Knowledge, there are no facts which would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Neither HVBC nor HVB EBNJ is not a party to any, nor are there any pending or, to HVBCEBNJ’s Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against HVBC or HVB EBNJ in which, to the Knowledge of HVBCEBNJ, there is a reasonable probability of any material recovery against or a other Material Adverse Effect on HVBC EBNJ or which challenges the validity or propriety of the transactions contemplated by this Agreement. (c) There is no injunction, order, judgment or decree imposed upon HVBC EBNJ or any of its Subsidiaries, or their respective assets, and to HVBC’s Knowledge, no such action has been threatened against HVBC none of EBNJ or any of its SubsidiariesSubsidiaries has been advised of, or is aware of, the threat of any such action. (d) None of HVBC EBNJ or any of its Subsidiaries is a party to or subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement with, or a commitment letter or similar submission to, any Governmental Authority charged with the supervision or regulation of financial institutions or issuers of securities or engaged in the insurance of deposits (including, without limitation, the FRB, the NJDBI and the FDIC) or the supervision or regulation of EBNJ. None of EBNJ or any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20202015, a recipient of any supervisory letter from, or since January 1, 20202015, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated banks bank or financial holding companies or their subsidiaries. (e) Neither HVBC nor HVB EBNJ has not been advised by a Governmental Authority that it will issue, or has Knowledge of any facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting), any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Legal Proceedings; Regulatory Action. (a) Other than as set forth in HVBC Northmark Disclosure Schedule 3.133.12(a), (i) there are no pending or, to HVBCNorthmark’s Knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against Northmark or any of its Subsidiaries and (ii) to Northmark’s Knowledge, there are no facts which would reasonably be expected to give rise to any such material litigation, claim, suit, investigation or other proceeding. (b) Northmark is not a party to any, nor are there any pending or, to Northmark’s Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against HVBC or any of its Subsidiaries and (ii) to HVBC’s Knowledge, there are no facts which would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Neither HVBC nor HVB is a party to any, nor are there any pending or, to HVBC’s Knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations against HVBC or HVB Northmark in which, to the Knowledge of HVBCNorthmark, there is a reasonable probability of any material recovery against or a other Material Adverse Effect on HVBC Northmark or which challenges the validity or propriety of the transactions contemplated by this Agreement. (c) There is no injunction, order, judgment or decree imposed upon HVBC Northmark or any of its Subsidiaries, or their respective assets, and to HVBC’s Knowledge, no such action has been threatened against HVBC none of Northmark or any of its SubsidiariesSubsidiaries has been advised of, or is aware of, the threat of any such action. (d) None of HVBC or Northmark of any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20202019, a recipient of any supervisory letter from, or since January 1, 20202019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently regulates in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business, other than those of general application that apply to similarly-situated banks bank or financial holding companies or their subsidiaries. (e) Neither HVBC nor HVB has been advised by a Governmental Authority that it will issue, or has Knowledge of any facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting), any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.