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 of KHG or the KHG Subsidiaries threatened, that involves KHG or the 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, operations or future prospects of KHG or the KHG 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 authority or arbitration tribunal issued against or with the consent of KHG or the KHG Subsidiaries that materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of KHG or the KHG Subsidiaries or that in any manner restrict the right of KHG or the KHG Subsidiaries to carry on their businesses as presently conducted taken as a whole; and (iii) neither KHG nor the KHG Subsidiaries 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 KHG or the KHG Subsidiaries, would materially and adversely affect the consolidated condition (financial or otherwise), assets, liabilities, business, operations or future prospects of KHG or the KHG Subsidiaries or would restrict in any manner the right of KHG or the KHG Subsidiaries to carry on their businesses as presently conducted taken as a whole. All litigation (except for bankruptcy proceedings in which KHG or the KHG Subsidiaries have filed proofs of claim) in which KHG or the 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 less than $50,000 is identified in Schedule -------- 3.13. ----

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 Knowledge of KHG Covenant or the KHG Subsidiaries Covenant Subsidiaries, threatened, that involves KHG Covenant or the KHG 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, operations or future prospects of KHG or the KHG Subsidiarieshave a Material 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 authority or arbitration tribunal issued against or with the consent of KHG of, Covenant or the KHG 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 KHG Covenant or the KHG Subsidiaries or that in any manner restrict the right of KHG or the KHG Covenant Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted; and (iii) neither KHG Covenant nor the KHG Covenant Subsidiaries are aware 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 KHG Covenant or the KHG 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 KHG Covenant or the KHG Subsidiaries or would restrict in any manner the right of KHG or the KHG Covenant Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted. All litigation (except for bankruptcy proceedings in which KHG Covenant or the KHG Covenant Subsidiaries have filed proofs of claim) in which KHG Covenant or the KHG 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 less greater than $50,000 is identified in Schedule -------- 3.133.15. ----Except as disclosed in Schedule 3.15, neither Covenant nor any of its Subsidiaries is, or has been since January 1 of the 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 (each, whether or not set forth in a 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 3.134.11, (i) there is no litigation, investigation or ------------- proceeding pending, or to the knowledge Knowledge of KHG Xxxxxx or the KHG Subsidiaries Xxxxxx Subsidiaries, threatened, that involves KHG Xxxxxx or the KHG 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, operations or future prospects timely consummation of KHG or the KHG Subsidiariestransactions 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 authority or arbitration tribunal issued against or with the consent of KHG of, Xxxxxx or the KHG 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 KHG Xxxxxx or the KHG Subsidiaries or that in any manner restrict the right of KHG or the KHG Xxxxxx Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted; and (iii) neither KHG Xxxxxx nor the KHG Xxxxxx Subsidiaries are aware 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 KHG Xxxxxx or the KHG 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 KHG Xxxxxx or the KHG Subsidiaries or would restrict in any manner the right of KHG or the KHG Xxxxxx Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted. All litigation (except for bankruptcy proceedings Neither Xxxxxx nor any of its Subsidiaries is, or has been since the Look Back Date, subject to any Regulatory Agreement, nor been advised in which KHG writing or, to Xxxxxx’x Knowledge, orally by any Regulatory Agency or the KHG Subsidiaries have filed proofs of claim) in which KHG other Governmental Entity that it is considering issuing, initiating, ordering, or the 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 less than $50,000 is identified in Schedule -------- 3.13. ----requesting any such Regulatory Agreement.

Litigation and Governmental Directives. Except as disclosed ------------ -------------------------------------- disclosed in Schedule 3.13, (i) there is no litigation, investigation or proceeding ------------- proceeding pending, or to the knowledge Knowledge (as that term is defined below) of KHG DBC or the KHG Subsidiaries DBC Subsidiaries, threatened, that involves KHG DBC or the KHG 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, operations or future prospects of KHG DBC or the KHG DBC 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 authority or arbitration tribunal issued against or with the consent of KHG DBC or the KHG DBC Subsidiaries that materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of KHG DBC or the KHG DBC Subsidiaries or that in any manner restrict the right of KHG DBC or the KHG DBC Subsidiaries to carry on their businesses as presently conducted taken as a whole; and (iii) neither KHG DBC nor the KHG DBC Subsidiaries 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 KHG DBC or the KHG DBC Subsidiaries, would materially and adversely affect the consolidated condition (financial or otherwise), assets, liabilities, business, operations or future prospects of KHG DBC or the KHG DBC Subsidiaries or would restrict in any manner the right of KHG DBC or the KHG DBC Subsidiaries to carry on their businesses as presently conducted taken as a whole. All litigation (except for bankruptcy proceedings in which KHG DBC or the KHG DBC Subsidiaries have filed proofs of claim) in which KHG DBC or the KHG 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 less greater than $50,000 is identified in Schedule -------- 3.13. ----In this ------------- Agreement, the terms "Knowledge of DBC or Drovers Bank" and "Knowledge of DBC and the DBC Subsidiaries" shall mean the actual knowledge of the 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 Knowledge (as that term is defined below) of KHG DBC or the KHG Subsidiaries DBC Subsidiaries, threatened, that involves KHG DBC or the KHG 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, operations or future prospects of KHG DBC or the KHG DBC 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 authority or arbitration tribunal issued against or with the consent of KHG DBC or the KHG DBC Subsidiaries that materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of KHG DBC or the KHG DBC Subsidiaries or that in any manner restrict the right of KHG DBC or the KHG DBC Subsidiaries to carry on their businesses as presently conducted taken as a whole; and (iii) neither KHG DBC nor the KHG DBC Subsidiaries 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 KHG DBC or the KHG DBC Subsidiaries, would materially and adversely affect the consolidated condition (financial or otherwise), assets, liabilities, business, operations or future prospects of KHG DBC or the KHG DBC Subsidiaries or would restrict in any manner the right of KHG DBC or the KHG DBC Subsidiaries to carry on their businesses as presently conducted taken as a whole. All litigation (except for bankruptcy proceedings in which KHG DBC or the KHG DBC Subsidiaries have filed proofs of claim) in which KHG DBC or the KHG 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 less greater than $50,000 is identified in Schedule -------- 3.13. ----In this Agreement, the terms "Knowledge of DBC or Drovers Bank" and "Knowledge of DBC and the DBC Subsidiaries" shall mean the actual knowledge of the officers of DBC or any member of the Board of Directors of DBC.

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 Knowledge of KHG Prudential or the KHG Subsidiaries Prudential Subsidiaries, threatened, that involves KHG Prudential or the KHG 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, operations otherwise threaten or future prospects impede the timely consummation of KHG or the KHG Subsidiariestransactions 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 authority or arbitration tribunal issued against or with the consent of KHG of, Prudential or the KHG Prudential Subsidiaries that materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of KHG or the KHG Subsidiaries or that in any manner restrict the right of KHG Prudential or the KHG Prudential Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted; and (iii) neither KHG Prudential nor the KHG Prudential Subsidiaries are aware 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 KHG Prudential or the KHG Prudential Subsidiaries, would materially and adversely affect restrict the consolidated condition (financial or otherwise)right of, assets, liabilities, business, operations or future prospects of KHG Prudential or the KHG Subsidiaries or would restrict in any manner the right of KHG or the KHG Prudential Subsidiaries to carry on their businesses as presently conducted taken as a wholeconducted. All litigation (except for bankruptcy proceedings in which KHG Prudential or the KHG Prudential Subsidiaries have filed proofs of claim) in which KHG Prudential or the KHG 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 less greater than $50,000 100,000 is identified in Schedule -------- 3.133.15. ----Neither Prudential nor any of the 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 (each, whether or not set forth in a 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 3.13, (i) there is no litigation, investigation or ------------- proceeding pending, ------------- or to the knowledge Knowledge (as that term is defined below) of KHG Somerset or the KHG Subsidiaries Somerset Subsidiaries, threatened, that involves KHG Somerset or the KHG 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, business or operations or future prospects of KHG Somerset or the KHG SubsidiariesSomerset 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 KHG Somerset or the KHG Somerset Subsidiaries that materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, business operations or future prospects of KHG Somerset or the KHG Somerset Subsidiaries taken as a whole or that in any material manner restrict the right of KHG Somerset or the KHG Somerset Subsidiaries to carry on their businesses as presently conducted taken as a whole; and (iii) neither KHG Somerset nor the KHG Somerset Subsidiaries are aware 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 KHG Somerset or the KHG Somerset Subsidiaries, would materially and adversely affect the consolidated condition (financial or otherwise), assets, liabilities, business, operations or future prospects of KHG Somerset or the KHG Somerset Subsidiaries or would restrict in any material manner the right of KHG Somerset or the KHG Somerset Subsidiaries to carry on their businesses as presently conducted taken as a whole. All litigation (except for bankruptcy proceedings in which KHG Somerset or the KHG Somerset Subsidiaries have filed proofs of claim) in which KHG Somerset or the KHG 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 less greater than $50,000 is identified in Schedule -------- 3.13. ----In this Agreement, the terms "Knowledge of Somerset ------------- or Somerset Bank" and "Knowledge of Somerset and the 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 3.13, (i) there is no litigation, investigation or ------------- proceeding pending, or to the knowledge Knowledge (as that term is defined below) of KHG Resource or the KHG Subsidiaries Resource Subsidiaries, threatened, that involves KHG Resource or the KHG 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, business or operations or future prospects of KHG Resource or the KHG SubsidiariesResource 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 KHG Resource or the KHG Resource Subsidiaries that materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, business operations or future prospects of KHG Resource or the KHG Resource Subsidiaries taken as a whole or that in any material manner restrict the right of KHG Resource or the KHG Resource Subsidiaries to carry on their businesses as presently conducted taken as a whole; and (iii) neither KHG Resource nor the KHG Resource Subsidiaries are aware 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 KHG Resource or the KHG Resource Subsidiaries, would materially and adversely affect the consolidated condition (financial or otherwise), assets, liabilities, business, operations or future prospects of KHG Resource or the KHG Resource Subsidiaries or would restrict in any material manner the right of KHG Resource or the KHG Resource Subsidiaries to carry on their businesses as presently conducted taken as a whole. All litigation (except for bankruptcy proceedings in which KHG Resource or the KHG Resource Subsidiaries have filed proofs of claim) in which KHG Resource or the KHG 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 less 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 3.13, (i) there is no litigation, investigation or ------------- proceeding pending, or to the knowledge of KHG or the KHG Subsidiaries WNB threatened, that involves KHG or the KHG Subsidiaries WNB, WIC or any of their properties and that, if determined adversely, would materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of KHG WNB or the KHG SubsidiariesWIC; (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 authority or arbitration tribunal issued against or with the consent of KHG WNB or the KHG Subsidiaries WIC that materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of KHG or the KHG Subsidiaries WNB, WIC or that in any manner restrict the right of KHG WNB or the KHG Subsidiaries WIC to carry on their businesses as presently conducted taken as a whole; and (iii) neither KHG WNB nor the KHG Subsidiaries are WIC is aware of any fact or condition presently existing that might give rise to any litigation, investigation or proceeding which, if determined adversely to either KHG WNB or the KHG SubsidiariesWIC , would materially and adversely affect the consolidated condition (financial or otherwise), assets, liabilities, business, operations or future prospects of KHG WNB or the KHG Subsidiaries WIC or would restrict in any manner the right of KHG WNB or the KHG Subsidiaries WIC to carry on their businesses as presently conducted taken as a whole. All litigation (except for bankruptcy proceedings in which KHG WNB or the KHG Subsidiaries WIC have filed proofs of claim) in which KHG WNB or the KHG Subsidiaries are WIC is involved as a plaintiff (other than routine collection and foreclosure suits initiated in the Ordinary Course of Business) Business in which the amount sought to be recovered is less than $50,000 25,000) is identified in Schedule -------- 3.13. ----