Common use of Litigation and Governmental Directives Clause in Contracts

Litigation and Governmental Directives. Except as disclosed in Schedule 3.13, (i) there is no litigation, investigation or proceeding pending, or to the Knowledge (as that term is defined below) of Resource or the Resource Subsidiaries, threatened, that involves Resource or the Resource Subsidiaries or any of their properties and that, if determined adversely, would materially and adversely affect the condition (financial or otherwise), assets, liabilities, business or operations or future prospects of Resource or the Resource Subsidiaries taken as a whole; (ii) there are no outstanding orders, writs, injunctions, judgments, decrees, regulations, directives, consent agreements or memoranda of understanding issued by any federal, state or local court or governmental agency or authority or arbitration tribunal issued against or with the consent of Resource or the Resource Subsidiaries that materially and adversely affect the condition (financial or otherwise), assets, liabilities, business operations or future prospects of Resource or the Resource Subsidiaries taken as a whole or that in any material manner restrict the right of Resource or the Resource Subsidiaries to carry on their businesses as presently conducted taken as a whole; and (iii) neither Resource nor the Resource Subsidiaries have Knowledge of any fact or condition presently existing that might give rise to any litigation, investigation or proceeding which, if determined adversely to either Resource or the Resource Subsidiaries, would materially and adversely affect the consolidated condition (financial or otherwise), assets, liabilities, business, operations or future prospects of Resource or the Resource Subsidiaries or would restrict in any material manner the right of Resource or the Resource Subsidiaries to carry on their businesses as presently conducted taken as a whole. All litigation (except for bankruptcy proceedings in which Resource or the Resource Subsidiaries have filed proofs of claim) in which Resource or the Resource Subsidiaries are involved as a plaintiff (other than routine collection and foreclosure suits initiated in the Ordinary Course of Business) in which the amount sought to be recovered is greater than $50,000 is identified in Schedule 3.13. In this Agreement, the terms “Knowledge of Resource or Resource Bank” and “Knowledge of Resource and the Resource Subsidiaries” shall mean the actual knowledge of the Contract Employees (as defined in Section 3.17).

Litigation and Governmental Directives. Except as disclosed in Schedule 3.134.11, (i) there is no litigation, investigation or proceeding pending, or to the Knowledge (as that term is defined below) of Resource Xxxxxx or the Resource Xxxxxx Subsidiaries, threatened, that involves Resource Xxxxxx or the Resource Xxxxxx Subsidiaries or any of their properties and that, if determined adversely, would have a Material Adverse Effect on Xxxxxx or on the ability of Xxxxxx to perform its obligations under this Agreement or otherwise threaten or materially and adversely affect impede the condition (financial or otherwise), assets, liabilities, business or operations or future prospects timely consummation of Resource or the Resource Subsidiaries taken as a wholetransactions contemplated by this Agreement; (ii) there are no outstanding orders, writs, injunctions, judgments, decrees, regulations, directives, consent agreements or memoranda of understanding issued by any federalGovernmental Entity against, state or local court or governmental agency or authority or arbitration tribunal issued against or with the consent of Resource of, Xxxxxx or the Resource Xxxxxx Subsidiaries that would have a Material Adverse Effect on, or that materially and adversely affect restricts the condition (financial or otherwise)right of, assets, liabilities, business operations or future prospects of Resource Xxxxxx or the Resource Subsidiaries taken as a whole or that in any material manner restrict the right of Resource or the Resource Xxxxxx Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted; and (iii) neither Resource Xxxxxx nor the Resource Xxxxxx Subsidiaries have Knowledge of any fact or condition presently existing that might give rise to any litigation, investigation or proceeding which, if determined adversely to either Resource Xxxxxx or the Resource Xxxxxx Subsidiaries, would have a Material Adverse Effect on, or would materially and adversely affect restrict the consolidated condition (financial or otherwise)right of, assets, liabilities, business, operations or future prospects of Resource Xxxxxx or the Resource Subsidiaries or would restrict in any material manner the right of Resource or the Resource Xxxxxx Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted. All litigation (except for bankruptcy proceedings in which Resource Neither Xxxxxx nor any of its Subsidiaries is, or has been since the Resource Subsidiaries have filed proofs of claim) in which Resource or the Resource Subsidiaries are involved as a plaintiff (other than routine collection and foreclosure suits initiated in the Ordinary Course of Business) in which the amount sought Look Back Date, subject to be recovered is greater than $50,000 is identified in Schedule 3.13. In this any Regulatory Agreement, the terms “Knowledge of Resource nor been advised in writing or, to Xxxxxx’x Knowledge, orally by any Regulatory Agency or Resource Bank” and “Knowledge of Resource and the Resource Subsidiaries” shall mean the actual knowledge of the Contract Employees (as defined in Section 3.17)other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement.

Litigation and Governmental Directives. Except as ------------ -------------------------------------- disclosed in Schedule 3.13, (i) there is no litigation, investigation or ------------- proceeding pending, or to the Knowledge (as that term is defined below) knowledge of Resource KHG or the Resource Subsidiaries, KHG Subsidiaries threatened, that involves Resource KHG or the Resource KHG Subsidiaries or any of their properties and that, if determined adversely, would materially and adversely affect the condition (financial or otherwise), assets, liabilities, business or business, operations or future prospects of Resource KHG or the Resource Subsidiaries taken as a wholeKHG Subsidiaries; (ii) there are no outstanding orders, writs, injunctions, judgments, decrees, regulations, directives, consent agreements or memoranda of understanding issued by any federal, state or local court or governmental agency or authority or arbitration tribunal issued against or with the consent of Resource KHG or the Resource KHG Subsidiaries that materially and adversely affect the condition (financial or otherwise), assets, liabilities, business business, operations or future prospects of Resource KHG or the Resource KHG Subsidiaries taken as a whole or that in any material manner restrict the right of Resource KHG or the Resource KHG Subsidiaries to carry on their businesses as presently conducted taken as a whole; and (iii) neither Resource KHG nor the Resource KHG Subsidiaries have Knowledge are aware of any fact or condition presently existing that might give rise to any litigation, investigation or proceeding which, if determined adversely to either Resource KHG or the Resource KHG Subsidiaries, would materially and adversely affect the consolidated condition (financial or otherwise), assets, liabilities, business, operations or future prospects of Resource KHG or the Resource KHG Subsidiaries or would restrict in any material manner the right of Resource KHG or the Resource KHG Subsidiaries to carry on their businesses as presently conducted taken as a whole. All litigation (except for bankruptcy proceedings in which Resource KHG or the Resource KHG Subsidiaries have filed proofs of claim) in which Resource KHG or the Resource KHG Subsidiaries are involved as a plaintiff (other than routine collection and foreclosure suits initiated in the Ordinary Course of Business) in which the amount sought to be recovered is greater less than $50,000 is identified in Schedule -------- 3.13. In this Agreement, the terms “Knowledge of Resource or Resource Bank” and “Knowledge of Resource and the Resource Subsidiaries” shall mean the actual knowledge of the Contract Employees (as defined in Section 3.17).----

Litigation and Governmental Directives. Except as disclosed in Schedule 3.13, (i) there is no litigation, investigation or proceeding pending, or to the Knowledge of SFC or the SFC Subsidiaries (as that the term is defined below) of Resource or the Resource Subsidiaries, threatened, that involves Resource SFC or the Resource SFC Subsidiaries or any of their properties and that, if determined adversely, would materially and adversely affect the condition (financial or otherwise), assets, liabilities, business or business, operations or future prospects of Resource SFC or the Resource Subsidiaries taken as a wholeSFC Subsidiaries; (ii) there are no outstanding orders, writs, injunctions, judgments, decrees, regulations, directives, consent agreements or memoranda of understanding issued by any federal, state or local court or governmental agency or authority or arbitration tribunal issued against or with the consent of Resource SFC or the Resource SFC Subsidiaries that materially and adversely affect the condition (financial or otherwise), assets, liabilities, business business, operations or future prospects of Resource SFC or the Resource SFC Subsidiaries taken as a whole or that in any material manner restrict the right of Resource SFC or the Resource SFC Subsidiaries to carry on their businesses as presently conducted taken as a whole; and (iii) neither Resource SFC nor the Resource SFC Subsidiaries have Knowledge are aware of any fact or condition presently existing that might give rise to any litigation, investigation or proceeding which, if determined adversely to either Resource SFC or the Resource SFC Subsidiaries, would materially and adversely affect the consolidated condition (financial or otherwise), assets, liabilities, business, operations or future prospects of Resource SFC or the Resource SFC Subsidiaries or would restrict in any material manner the right of Resource SFC or the Resource SFC Subsidiaries to carry on their businesses as presently conducted taken as a whole. All litigation (except for bankruptcy proceedings in which Resource SFC or the Resource SFC Subsidiaries have filed proofs of claim) in which Resource SFC or the Resource SFC Subsidiaries are involved as a plaintiff (other than routine collection and foreclosure suits initiated in the Ordinary Course of Business) in which the amount sought to be recovered is greater than $50,000 is identified in Schedule 3.13. In this Agreement, the terms “"Knowledge of Resource SFC or Resource Bank” SCB" and “"Knowledge of Resource SFC and the Resource SFC Subsidiaries” " shall mean the actual knowledge of Michxxx Xxxxxx, Xxwaxx Xxxxxxx, Xxn Xxxxxxxx, Xxucx Xxxxxx xx any member of the Contract Employees (as defined in Section 3.17)Board of Directors of SFC.

Litigation and Governmental Directives. Except as disclosed in Schedule 3.13, (i) there is no litigation, investigation or proceeding pending, or to the Knowledge (as that term is defined below) of Resource DBC or the Resource DBC Subsidiaries, threatened, that involves Resource DBC or the Resource DBC Subsidiaries or any of their properties and that, if determined adversely, would materially and adversely affect the condition (financial or otherwise), assets, liabilities, business or business, operations or future prospects of Resource DBC or the Resource Subsidiaries taken as a wholeDBC Subsidiaries; (ii) there are no outstanding orders, writs, injunctions, judgments, decrees, regulations, directives, consent agreements or memoranda of understanding issued by any federal, state or local court or governmental agency or authority or arbitration tribunal issued against or with the consent of Resource DBC or the Resource DBC Subsidiaries that materially and adversely affect the condition (financial or otherwise), assets, liabilities, business business, operations or future prospects of Resource DBC or the Resource DBC Subsidiaries taken as a whole or that in any material manner restrict the right of Resource DBC or the Resource DBC Subsidiaries to carry on their businesses as presently conducted taken as a whole; and (iii) neither Resource DBC nor the Resource DBC Subsidiaries have Knowledge are aware of any fact or condition presently existing that might give rise to any litigation, investigation or proceeding which, if determined adversely to either Resource DBC or the Resource DBC Subsidiaries, would materially and adversely affect the consolidated condition (financial or otherwise), assets, liabilities, business, operations or future prospects of Resource DBC or the Resource DBC Subsidiaries or would restrict in any material manner the right of Resource DBC or the Resource DBC Subsidiaries to carry on their businesses as presently conducted taken as a whole. All litigation (except for bankruptcy proceedings in which Resource DBC or the Resource DBC Subsidiaries have filed proofs of claim) in which Resource DBC or the Resource DBC Subsidiaries are involved as a plaintiff (other than routine collection and foreclosure suits initiated in the Ordinary Course of Business) in which the amount sought to be recovered is greater than $50,000 is identified in Schedule 3.13. In this Agreement, the terms “"Knowledge of Resource DBC or Resource Drovers Bank” " and “"Knowledge of Resource DBC and the Resource DBC Subsidiaries” " shall mean the actual knowledge of the Contract Employees (as defined in Section 3.17)officers of DBC or any member of the Board of Directors of DBC.

Litigation and Governmental Directives. Except as disclosed in Schedule 3.13, (i) there is no litigation, investigation or proceeding pending, ------------- or to the Knowledge (as that term is defined below) of Resource Somerset or the Resource Somerset Subsidiaries, threatened, that involves Resource Somerset or the Resource Somerset Subsidiaries or any of their properties and that, if determined adversely, would materially and adversely affect the condition (financial or otherwise), assets, liabilities, business or operations or future prospects of Resource Somerset or the Resource Somerset Subsidiaries taken as a whole; (ii) there are no outstanding orders, writs, injunctions, judgments, decrees, regulations, directives, consent agreements or memoranda of understanding issued by any federal, state or local court or governmental agency or authority or arbitration tribunal issued against or with the consent of Resource Somerset or the Resource Somerset Subsidiaries that materially and adversely affect the condition (financial or otherwise), assets, liabilities, business operations or future prospects of Resource Somerset or the Resource Somerset Subsidiaries taken as a whole or that in any material manner restrict the right of Resource Somerset or the Resource Somerset Subsidiaries to carry on their businesses as presently conducted taken as a whole; and (iii) neither Resource Somerset nor the Resource Somerset Subsidiaries have Knowledge of any fact or condition presently existing that might give rise to any litigation, investigation or proceeding which, if determined adversely to either Resource Somerset or the Resource Somerset Subsidiaries, would materially and adversely affect the consolidated condition (financial or otherwise), assets, liabilities, business, operations or future prospects of Resource Somerset or the Resource Somerset Subsidiaries or would restrict in any material manner the right of Resource Somerset or the Resource Somerset Subsidiaries to carry on their businesses as presently conducted taken as a whole. All litigation (except for bankruptcy proceedings in which Resource Somerset or the Resource Somerset Subsidiaries have filed proofs of claim) in which Resource Somerset or the Resource Somerset Subsidiaries are involved as a plaintiff (other than routine collection and foreclosure suits initiated in the Ordinary Course of Business) in which the amount sought to be recovered is greater than $50,000 is identified in Schedule 3.13. In this Agreement, the terms “"Knowledge of Resource Somerset ------------- or Resource Somerset Bank” " and “"Knowledge of Resource Somerset and the Resource Somerset Subsidiaries” " shall mean the actual knowledge of the Contract Employees (as defined in Section 3.17).

Litigation and Governmental Directives. Except as disclosed in Schedule 3.133.15, (i) there is no litigation, investigation or proceeding pending, or to the Knowledge (as that term is defined below) of Resource Covenant or the Resource Covenant Subsidiaries, threatened, that involves Resource Covenant or the Resource Covenant Subsidiaries or any of their properties and that, if determined adversely, would materially and adversely affect the condition (financial or otherwise), assets, liabilities, business or operations or future prospects of Resource or the Resource Subsidiaries taken as have a wholeMaterial Adverse Effect on Covenant; (ii) there are no outstanding orders, writs, injunctions, judgments, decrees, regulations, directives, consent agreements or memoranda of understanding issued by any federalGovernmental Entity against, state or local court or governmental agency or authority or arbitration tribunal issued against or with the consent of Resource of, Covenant or the Resource Covenant Subsidiaries that would have a Material Adverse Effect on, or that materially and adversely affect restricts the condition (financial or otherwise)right of, assets, liabilities, business operations or future prospects of Resource Covenant or the Resource Subsidiaries taken as a whole or that in any material manner restrict the right of Resource or the Resource Covenant Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted; and (iii) neither Resource Covenant nor the Resource Covenant Subsidiaries have Knowledge of any fact or condition presently existing that might give rise to any litigation, investigation or proceeding which, if determined adversely to either Resource Covenant or the Resource Covenant Subsidiaries, would have a Material Adverse Effect on, or would materially and adversely affect restrict the consolidated condition (financial or otherwise)right of, assets, liabilities, business, operations or future prospects of Resource Covenant or the Resource Subsidiaries or would restrict in any material manner the right of Resource or the Resource Covenant Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted. All litigation (except for bankruptcy proceedings in which Resource Covenant or the Resource Covenant Subsidiaries have filed proofs of claim) in which Resource Covenant or the Resource Covenant Subsidiaries are involved as a plaintiff (other than routine collection and foreclosure suits initiated in the Ordinary Course of Business) in which the amount sought to be recovered is greater than $50,000 is identified in Schedule 3.133.15. In this AgreementExcept as disclosed in Schedule 3.15, the terms “Knowledge neither Covenant nor any of Resource its Subsidiaries is, or Resource Bank” and “Knowledge of Resource and the Resource Subsidiaries” shall mean the actual knowledge has been since January 1 of the Contract Employees Current Year, subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or a recipient of any supervisory letter from, or, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (as defined each, whether or not set forth in Section 3.17a Schedule, a “Regulatory Agreement”), nor been advised in writing or, to Covenant’s Knowledge, orally, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement.

Litigation and Governmental Directives. Except as disclosed in Schedule 3.133.15, (i) there is no litigation, investigation or proceeding pending, or to the Knowledge (as that term is defined below) of Resource Monument or the Resource Monument Subsidiaries, threatened, that involves Resource Monument or the Resource Monument Subsidiaries or any of their properties and that, if determined adversely, would materially and adversely affect the condition (financial or otherwise), assets, liabilities, business or operations or future prospects of Resource or the Resource Subsidiaries taken as have a wholeMaterial Adverse Effect on Monument; (ii) there are no outstanding orders, writs, injunctions, judgments, decrees, regulations, directives, consent agreements or memoranda of understanding issued by any federalGovernmental Entity against, state or local court or governmental agency or authority or arbitration tribunal issued against or with the consent of Resource of, Monument or the Resource Monument Subsidiaries that would have a Material Adverse Effect on, or that materially and adversely affect restricts the condition (financial or otherwise)right of, assets, liabilities, business operations or future prospects of Resource Monument or the Resource Subsidiaries taken as a whole or that in any material manner restrict the right of Resource or the Resource Monument Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted; and (iii) neither Resource Monument nor the Resource Monument Subsidiaries have Knowledge of any fact or condition presently existing that might give rise to any litigation, investigation or proceeding which, if determined adversely to either Resource Monument or the Resource Monument Subsidiaries, would have a Material Adverse Effect on, or would materially and adversely affect restrict the consolidated condition (financial or otherwise)right of, assets, liabilities, business, operations or future prospects of Resource Monument or the Resource Subsidiaries or would restrict in any material manner the right of Resource or the Resource Monument Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted. All litigation (except for bankruptcy proceedings in which Resource Monument or the Resource Monument Subsidiaries have filed proofs of claim) in which Resource Monument or the Resource Monument Subsidiaries are involved as a plaintiff (other than routine collection and foreclosure suits initiated in the Ordinary Course of Business) in which the amount sought to be recovered is greater than $50,000 is identified in Schedule 3.133.15. In this AgreementNeither Monument nor any of its Subsidiaries is, the terms “Knowledge of Resource or Resource Bank” and “Knowledge of Resource and the Resource Subsidiaries” shall mean the actual knowledge has been since January 1 of the Contract Employees Current Year, subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or a recipient of any supervisory letter from, or, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (as defined each, whether or not set forth in Section 3.17a Schedule, a “Regulatory Agreement”), nor been advised in writing or, to Monument’s knowledge, orally, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement.

Litigation and Governmental Directives. Except as disclosed in Schedule 3.133.15, (i) there is no litigation, investigation investigation, inquiry or proceeding pending, or to the Knowledge (as that term is defined below) of Resource Prudential or the Resource Prudential Subsidiaries, threatened, that involves Resource Prudential or the Resource Prudential Subsidiaries or any of their properties and that, if determined adversely, would materially and adversely affect restrict the condition (financial ability of Prudential to perform its obligations under this Agreement or otherwise), assets, liabilities, business otherwise threaten or operations or future prospects impede the timely consummation of Resource or the Resource Subsidiaries taken as a wholetransactions contemplated by this Agreement; (ii) there are no outstanding orders, writs, injunctions, judgments, decrees, regulations, directives, consent agreements or memoranda of understanding issued by any federalGovernmental Entity against, state or local court or governmental agency or authority or arbitration tribunal issued against or with the consent of Resource of, Prudential or the Resource Prudential Subsidiaries that materially and adversely affect the condition (financial or otherwise), assets, liabilities, business operations or future prospects of Resource or the Resource Subsidiaries taken as a whole or that in any material manner restrict the right of Resource Prudential or the Resource Prudential Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted; and (iii) neither Resource Prudential nor the Resource Prudential Subsidiaries have Knowledge of any fact or condition presently existing that might give rise to any litigation, investigation or proceeding which, if determined adversely to either Resource Prudential or the Resource Prudential Subsidiaries, would materially and adversely affect restrict the consolidated condition (financial or otherwise)right of, assets, liabilities, business, operations or future prospects of Resource Prudential or the Resource Subsidiaries or would restrict in any material manner the right of Resource or the Resource Prudential Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted. All litigation (except for bankruptcy proceedings in which Resource Prudential or the Resource Prudential Subsidiaries have filed proofs of claim) in which Resource Prudential or the Resource Prudential Subsidiaries are involved as a plaintiff or defendant (other than routine collection and foreclosure suits initiated in the Ordinary Course of Business) in which the amount sought to be recovered is greater than $50,000 100,000 is identified in Schedule 3.133.15. In this Agreement, the terms “Knowledge of Resource or Resource Bank” and “Knowledge of Resource and the Resource Subsidiaries” shall mean the actual knowledge Neither Prudential nor any of the Contract Employees Prudential Subsidiaries is, or has been since the Look Back Date, subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or a recipient of any supervisory letter from, or, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts 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 (as defined each, whether or not set forth in Section 3.17a Schedule, a “Regulatory Agreement”), nor been advised in writing or, to Prudential’s Knowledge, orally, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement.

Litigation and Governmental Directives. Except as disclosed in Schedule 3.133.15, (i) there is no litigation, investigation or proceeding pending, or to the Knowledge (as that term is defined below) of Resource CBT Financial or the Resource CBT Financial Subsidiaries, threatened, that involves Resource CBT Financial or the Resource CBT Financial Subsidiaries or any of their properties and that, if determined adversely, would materially and adversely affect the condition (financial or otherwise), assets, liabilities, business or operations or future prospects of Resource or the Resource Subsidiaries taken as have a wholeMaterial Adverse Effect on CBT Financial; (ii) there are no outstanding orders, writs, injunctions, judgments, decrees, regulations, directives, consent agreements or memoranda of understanding issued by any federalGovernmental Entity against, state or local court or governmental agency or authority or arbitration tribunal issued against or with the consent of Resource of, CBT Financial or the Resource CBT Financial Subsidiaries that would have a Material Adverse Effect on, or that materially and adversely affect restricts the condition (financial or otherwise)right of, assets, liabilities, business operations or future prospects of Resource CBT Financial or the Resource Subsidiaries taken as a whole or that in any material manner restrict the right of Resource or the Resource CBT Financial Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted; and (iii) neither Resource CBT Financial nor the Resource CBT Financial Subsidiaries have Knowledge of any fact or condition presently existing that might give rise to any litigation, investigation or proceeding which, if determined adversely to either Resource CBT Financial or the Resource CBT Financial Subsidiaries, would reasonably be likely to have a Material Adverse Effect on, or would materially and adversely affect restrict the consolidated condition (financial or otherwise)right of, assets, liabilities, business, operations or future prospects of Resource CBT Financial or the Resource Subsidiaries or would restrict in any material manner the right of Resource or the Resource CBT Financial Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted. All litigation (except for bankruptcy proceedings in which Resource CBT Financial or the Resource CBT Financial Subsidiaries have filed proofs of claim) in which Resource CBT Financial or the Resource CBT Financial Subsidiaries are involved as a plaintiff (other than routine collection and foreclosure suits initiated in the Ordinary Course of Business) in which the amount sought to be recovered is greater than $50,000 250,000 is identified in Schedule 3.133.15. In this Neither CBT Financial nor any of its Subsidiaries is or has been since January 1, 2014, subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or a recipient of any supervisory letter from, or, has adopted any policies, procedures or board resolutions at the request or suggestion of any Regulatory Agency or other Governmental Entity that currently restricts in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in a Schedule, a “Regulatory Agreement”), the terms “Knowledge of Resource nor been advised in writing or, to CBT Financial’s knowledge, orally, by any Regulatory Agency or Resource Bank” and “Knowledge of Resource and the Resource Subsidiaries” shall mean the actual knowledge of the Contract Employees (as defined in Section 3.17)other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement.