Common use of Litigation; Regulatory Action Clause in Contracts

Litigation; Regulatory Action. (a) No litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts which could reasonably give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is 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 Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has the Company or any of its Subsidiaries been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 2004, a recipient of any supervisory letter from, or since January 1, 2004, 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 bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries, has been advised by a Governmental Authority that it will issue, or is aware of any facts which could give rise to the issuance by any Governmental Authority or is aware 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.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its SubsidiariesSubsidiaries or has been pending at any time in the past three years, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is 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 Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (“FDIC”) and the Maryland Office of the Commissioner of Financial Regulation (the “FDICMOCFR”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Neither the Company or nor 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 April 1, 20042015, a recipient of any supervisory letter from, or since January April 1, 20042015, 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 bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware 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.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or has been pending at any of its Subsidiariestime in the past three years, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is 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 Office Board of Governors of the Comptroller of the Currency Federal Reserve System (the “OCCFRB”), and the Federal Deposit Insurance Corporation (the “FDIC”)) and the OCC) or the supervision or regulation of the Company or any Company. Except as set forth on Schedule 3.10(b) of its Subsidiaries. Nor has the Company or any of its Subsidiaries Disclosure Schedule, the Company has not been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 20042014, a recipient of any supervisory letter from, or since January 1, 20042014, 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 bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the The Company Disclosure Schedule, neither the Company nor any of its Subsidiaries, has not been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware 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.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is 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 Federal Deposit Insurance Corporation (“FDIC”) and the Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Except as set forth on Schedule 3.10 of the Company or Disclosure Schedule, since January 1, 2012, neither the Company nor 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, 2004, by a recipient of any supervisory letter from, or since January 1, 2004, 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 bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware 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.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge Knowledge of the Company, Company (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement or enforcement action 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 Office of the Comptroller of the Currency (the “OCC”), ) and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Neither the Company or nor 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, 20042013, a recipient of any supervisory letter from, or since January 1, 20042013, 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 bank or financial holding companies or their subsidiaries. . (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware 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 submissionsubmission or enforcement action.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is 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 Office of the Comptroller of the Currency Federal Deposit Insurance Corporation (the “OCCFDIC”), and the Federal Deposit Insurance Corporation (the “FDIC”)New Hampshire Banking Department) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Neither the Company or nor 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, 20042021, a recipient of any supervisory letter from, or since January 1, 20042021, 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 bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware 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.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts which could reasonably give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is 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 Office of the Comptroller of the Currency Federal Deposit Insurance Corporation (the “OCCFDIC”), and the Federal Deposit Insurance Corporation (the “FDIC”)Maine Superintendent of Banks) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Except as set forth on Schedule 3.10 of the Company or Disclosure Schedule, neither the Company nor 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, 20042003, a recipient of any supervisory letter from, or since January 1, 20042003, 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 bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, has been advised by a Governmental Authority that it will issue, or is aware of any facts which could give rise to the issuance by any Governmental Authority or is aware 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.

Litigation; Regulatory Action. (a) No litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company ORRF or any of its Subsidiaries, Subsidiaries and, to the knowledge Knowledge of the CompanyORRF, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither the Company Neither ORRF nor any of its Subsidiaries nor any of their respective properties is a party to or is 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 or the supervision or regulation of ORRF or any of its Subsidiaries (including, without limitation, the FRB, the Office of the Comptroller of the Currency (the “OCC”FRB and DOBS), and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has the Company or Neither ORRF nor 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, 20042023, a recipient of any supervisory letter from, or since January 1, 20042023, 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 bank banks or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither the Company Neither ORRF nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware 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.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its SubsidiariesSubsidiaries or has been pending at any time in the past three years, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is 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 Federal Deposit Insurance Corporation (“FDIC”) and the Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Neither the Company or nor 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, 20042015, a recipient of any supervisory letter from, or since January 1, 20042015, 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 bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware 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.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 4.09(a) of the Buyer Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company Buyer or any of its Subsidiaries, and, to the knowledge Knowledge of the CompanyBuyer, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither the Company Neither Buyer nor any of its Subsidiaries nor any of their respective properties is a party to or is 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 Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company Buyer or any of its Subsidiaries. Nor has the Company or Since January 1, 2010, neither Buyer nor 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, 2004, a recipient of any supervisory letter from, or since January 1, 2004, 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 bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure ScheduleSince January 1, 2010, neither the Company Buyer nor any of its Subsidiaries, has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware 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.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is 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 Office Division of Financial Institutions of the Comptroller Ohio Department of the Currency Commerce (the “OCCOhio Division”), ) and the Federal Deposit Insurance Corporation (the “FDIC”)) FDIC or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Except as set forth on Schedule 3.10(b) of the Company or Disclosure Schedule, since January 1, 2010 neither the Company nor 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, 2004, a recipient of any supervisory letter from, or since January 1, 2004, 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 bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure ScheduleSince January 1, 2010, neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware 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.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge Knowledge of the Company, Company (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any assistance agreement, board resolution, order, decree, supervisory agreement, memorandum of understanding, condition or similar arrangement or enforcement action 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 Office of the Comptroller of the Currency (the “OCC”), ) and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Neither the Company or nor 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, 20042013, a recipient of any supervisory letter from, or since January 1, 20042013, 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 bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware 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 submissionsubmission or enforcement action.

Litigation; Regulatory Action. (a) No litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company CVLY or any of its Subsidiaries, Subsidiaries and, to the knowledge Knowledge of the CompanyCVLY, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither the Company Neither CVLY nor any of its Subsidiaries nor any of their respective properties is a party to or is 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 or the supervision or regulation of CVLY or any of its Subsidiaries (including, without limitation, the FRB, the Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (the “FDIC”) and the Pennsylvania Department of Banking and Securities (“DOBS”)) or the supervision or regulation of the Company or any of its Subsidiaries). Nor has the Company or Neither CVLY nor 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, 20042023, a recipient of any supervisory letter from, or since January 1, 20042023, 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 bank banks or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither the Company Neither CVLY nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware 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.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which could would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is 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 Federal Deposit Insurance Corporation (“FDIC”) and the Office of the Comptroller of the Currency (the “OCC”), and the Federal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Except as set forth on Schedule 3.10 of the Company or Disclosure Schedule, neither the Company nor 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, 20042012, a recipient of any supervisory letter from, or since January 1, 20042012, 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 bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, Subsidiaries has been advised by a Governmental Authority that it will issue, or is aware has Knowledge of any facts which could would reasonably be expected to give rise to the issuance by any Governmental Authority or is aware 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.

Litigation; Regulatory Action. (a) No Except as set forth on Schedule 3.10 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts which could reasonably give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) 3.10 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is 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 Office of the Comptroller of the Currency Federal Deposit Insurance Corporation (the “OCCFDIC”), and the Federal Deposit Insurance Corporation (the “FDIC”)Maine Superintendent of Banks) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has Neither the Company or nor 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, 20042005, a recipient of any supervisory letter from, or since January 1, 20042005, 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 bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries, has been advised by a Governmental Authority that it will issue, or is aware of any facts which could give rise to the issuance by any Governmental Authority or is aware 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.

Litigation; Regulatory Action. (a) No litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts which could reasonably give rise to such litigation, claim, suit, investigation or other proceeding. (b) Except as set forth on Schedule 3.10(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is 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 Office of the Comptroller of the Currency (the “"OCC”"), and the Federal Deposit Insurance Corporation (the “"FDIC”")) or the supervision or regulation of the Company or any of its Subsidiaries. Nor has the Company or any of its Subsidiaries been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since January 1, 2004, a recipient of any supervisory letter from, or since January 1, 2004, 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 bank or financial holding companies or their subsidiaries. (c) Except as set forth on Schedule 3.10(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries, has been advised by a Governmental Authority that it will issue, or is aware of any facts which could give rise to the issuance by any Governmental Authority or is aware 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.