Common use of Litigation; Regulatory Action Clause in Contracts

Litigation; Regulatory Action. (a) Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement or as set forth on Schedule 3.11 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, Governmental Authority 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 that are reasonably apparent that would reasonably be expected to give rise to any litigation, claim, suit, investigation or other proceeding that would result in a Company Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order or enforcement action, 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 FDIC, and the Massachusetts Commissioner of Banks) or the supervision or regulation of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.11 of the Company 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 December 31, 2004, a recipient of any supervisory letter from, or since December 31, 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) No Governmental Authority has advised the Company or any of its Subsidiaries in writing, or to the Knowledge of the Company, orally, that it will issue any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the Knowledge of the Company is there any fact or circumstance reasonably apparent that would reasonably be expected to give rise to the issuance of any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement or as set forth on Schedule 3.11 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, Governmental Authority 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 of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts that are reasonably apparent that which would reasonably be expected to give rise to any such litigation, claim, suit, investigation or other proceeding that would result in a Company Material Adverse Effectproceeding. (b) Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order or enforcement action, 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 Board of Governors of the Federal Reserve System (the “FRB”), the Federal Deposit Insurance Corporation (“FDIC, ”) and the Massachusetts Commissioner of BanksOCC) or the supervision or regulation of the Company or any of its SubsidiariesCompany. Except as set forth on Schedule 3.11 3.10(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has not been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since December 31January 1, 20042014, a recipient of any supervisory letter from, or since December 31January 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 Subsidiariessubsidiaries. (c) No The Company has not been advised by a Governmental Authority has advised the Company or any of its Subsidiaries in writing, or to the Knowledge of the Company, orally, that it will issue any such orderissue, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the has Knowledge of the Company is there any fact or circumstance reasonably apparent that facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement or as set forth on Schedule 3.11 3.10 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, Governmental Authority governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts that are reasonably apparent that which would reasonably be expected to give rise to any such litigation, claim, suit, investigation or other proceeding that would result in a Company Material Adverse Effectproceeding. (b) Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order or enforcement action, 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 Massachusetts Commissioner Office of Banksthe Comptroller of the Currency (the “OCC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.11 3.10 of the Company 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 December 31January 1, 20042012, a recipient of any supervisory letter from, or since December 31January 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 Subsidiariessubsidiaries. (c) No Governmental Authority has advised Neither the Company or nor any of its Subsidiaries in writing, or to the Knowledge of the Company, orally, has been advised by a Governmental Authority that it will issue any such orderissue, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the has Knowledge of the Company is there any fact or circumstance reasonably apparent that facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement or as set forth on Schedule 3.11 of the Company Disclosure Schedule, no No litigation, claim, suit, investigation or other proceeding before any court, Governmental Authority governmental agency or arbitrator is pending against the Company ORRF or any of its Subsidiaries, Subsidiaries and, to the Knowledge of the CompanyORRF, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts that are reasonably apparent that which would reasonably be expected to give rise to any such litigation, claim, suit, investigation or other proceeding that would result in a Company Material Adverse Effectproceeding. (b) Neither the Company ORRF nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order or enforcement action, 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 FDIC, FRB and the Massachusetts Commissioner of Banks) or the supervision or regulation of the Company or any of its SubsidiariesDOBS). Except as set forth on Schedule 3.11 of the Company Disclosure Schedule, neither the Company 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 December 31January 1, 20042023, a recipient of any supervisory letter from, or since December 31January 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 Subsidiariessubsidiaries. (c) No Governmental Authority has advised the Company or Neither ORRF nor any of its Subsidiaries in writing, or to the Knowledge of the Company, orally, has been advised by a Governmental Authority that it will issue any such orderissue, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the has Knowledge of the Company is there any fact or circumstance reasonably apparent that facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement or as set forth on Schedule 3.11 4.09(a) of the Company Buyer Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, Governmental Authority governmental agency or arbitrator is pending against the Company Buyer or any of its Subsidiaries, and, to the Knowledge of the CompanyBuyer, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts that are reasonably apparent that which would reasonably be expected to give rise to any such litigation, claim, suit, investigation or other proceeding that would result in a Company Material Adverse Effectproceeding. (b) Neither the Company Buyer nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order or enforcement action, 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 FDIC, and the Massachusetts Commissioner of Banks) or the supervision or regulation of the Company Buyer or any of its Subsidiaries. Except as set forth on Schedule 3.11 of the Company Disclosure ScheduleSince January 1, 2010, neither the Company 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 December 31, 2004, a recipient of any supervisory letter from, or since December 31, 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 Subsidiariessubsidiaries. (c) No Governmental Authority has advised the Company or Since January 1, 2010, neither Buyer nor any of its Subsidiaries in writingSubsidiaries, or to the Knowledge of the Company, orally, has been advised by a Governmental Authority that it will issue any such orderissue, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the has Knowledge of the Company is there any fact or circumstance reasonably apparent that facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement or as set forth on Schedule 3.11 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, Governmental Authority governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts that are reasonably apparent that which would reasonably be expected to give rise to any such litigation, claim, suit, investigation or other proceeding that would result in a Company Material Adverse Effectproceeding. (b) Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order or enforcement action, 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 Massachusetts Commissioner of BanksNew Hampshire Banking Department) or the supervision or regulation of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.11 of the Company Disclosure Schedule, neither 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 December 31January 1, 20042021, a recipient of any supervisory letter from, or since December 31January 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 Subsidiariessubsidiaries. (c) No Governmental Authority has advised Neither the Company or nor any of its Subsidiaries in writing, or to the Knowledge of the Company, orally, has been advised by a Governmental Authority that it will issue any such orderissue, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the has Knowledge of the Company is there any fact or circumstance reasonably apparent that facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement or as set forth on Schedule 3.11 of the Company Disclosure Schedule, no No litigation, claim, suit, investigation or other proceeding before any court, Governmental Authority governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the Knowledge knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts that are which could reasonably apparent that would reasonably be expected to give rise to any such litigation, claim, suit, investigation or other proceeding that would result in a Company Material Adverse Effectproceeding. (b) Neither 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 cease-and-desist or other order or enforcement action, 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 FDICOffice of the Comptroller of the Currency (the “OCC”), and the Massachusetts Commissioner of BanksFederal Deposit Insurance Corporation (the “FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.11 of Nor has the Company Disclosure Schedule, neither the Company nor or any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since December 31January 1, 2004, a recipient of any supervisory letter from, or since December 31January 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 Subsidiariessubsidiaries. (c) No Governmental Authority has advised Except as set forth on Schedule 3.10(c) of the Company or Disclosure Schedule, neither the Company nor any of its Subsidiaries in writingSubsidiaries, or to the Knowledge of the Company, orally, has been advised by a Governmental Authority that it will issue issue, or is aware of any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the Knowledge of the Company is there any fact or circumstance reasonably apparent that would reasonably be expected to 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) Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement or as set forth on Schedule 3.11 3.10 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, Governmental Authority governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the Knowledge knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts that are which could reasonably apparent that would reasonably be expected to give rise to any such litigation, claim, suit, investigation or other proceeding that would result in a Company Material Adverse Effectproceeding. (b) Neither Except as set forth on Schedule 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 cease-and-desist or other order or enforcement action, 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 Massachusetts Commissioner Maine Superintendent of Banks) or the supervision or regulation of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.11 of the Company Disclosure Schedule, neither 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 December 31January 1, 20042005, a recipient of any supervisory letter from, or since December 31January 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 Subsidiariessubsidiaries. (c) No Governmental Authority has advised Neither the Company or nor any of its Subsidiaries in writingSubsidiaries, or to the Knowledge of the Company, orally, has been advised by a Governmental Authority that it will issue issue, or is aware of any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the Knowledge of the Company is there any fact or circumstance reasonably apparent that would reasonably be expected to 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) Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement or as set forth on Schedule 3.11 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, Governmental Authority governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts that are reasonably apparent that which would reasonably be expected to give rise to any such litigation, claim, suit, investigation or other proceeding that would result in a Company Material Adverse Effectproceeding. (b) Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order or enforcement action, 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 FDIC, Division of Financial Institutions of the Ohio Department of Commerce (“Ohio Division”) and the Massachusetts Commissioner of Banks) FDIC or the supervision or regulation of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.11 3.10(b) of the Company 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 December 31, 2004, a recipient of any supervisory letter from, or since December 31, 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 Subsidiariessubsidiaries. (c) No Governmental Authority has advised Since January 1, 2010, neither the Company or nor any of its Subsidiaries in writing, or to the Knowledge of the Company, orally, has been advised by a Governmental Authority that it will issue any such orderissue, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the has Knowledge of the Company is there any fact or circumstance reasonably apparent that facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting), any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement or as set forth on Schedule 3.11 3.10(a) of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, Governmental Authority governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the Knowledge of the Company, Company (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts that are reasonably apparent that which would reasonably be expected to give rise to any such litigation, claim, suit, investigation or other proceeding that would result in a Company Material Adverse Effectproceeding. (b) Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order or enforcement action, 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 FDIC, Office of the Comptroller of the Currency (“OCC”) and the Massachusetts Commissioner of BanksFederal Deposit Insurance Corporation (“FDIC”)) or the supervision or regulation of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.11 of the Company Disclosure Schedule, neither 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 December 31January 1, 20042013, a recipient of any supervisory letter from, or since December 31January 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 Subsidiariessubsidiaries. (c) No Governmental Authority has advised Neither the Company or nor any of its Subsidiaries in writing, or to the Knowledge of the Company, orally, has been advised by a Governmental Authority that it will issue issue, or has Knowledge of any facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting), any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the Knowledge of the Company is there any fact submission or circumstance reasonably apparent that would reasonably be expected to give rise to the issuance of any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submissionenforcement action.

Litigation; Regulatory Action. (a) Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement or as set forth on Schedule 3.11 of the Company Disclosure Schedule, no No litigation, claim, suit, investigation or other proceeding before any court, Governmental Authority governmental agency or arbitrator is pending against the Company CVLY or any of its Subsidiaries, Subsidiaries and, to the Knowledge of the CompanyCVLY, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts that are reasonably apparent that which would reasonably be expected to give rise to any such litigation, claim, suit, investigation or other proceeding that would result in a Company Material Adverse Effectproceeding. (b) Neither the Company CVLY nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order or enforcement action, 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 Federal Deposit Insurance Corporation (“FDIC, ”) and the Massachusetts Commissioner Pennsylvania Department of Banks) or the supervision or regulation of the Company or any of its SubsidiariesBanking and Securities (“DOBS”)). Except as set forth on Schedule 3.11 of the Company Disclosure Schedule, neither the Company 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 December 31January 1, 20042023, a recipient of any supervisory letter from, or since December 31January 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 Subsidiariessubsidiaries. (c) No Governmental Authority has advised the Company or Neither CVLY nor any of its Subsidiaries in writing, or to the Knowledge of the Company, orally, has been advised by a Governmental Authority that it will issue any such orderissue, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the has Knowledge of the Company is there any fact or circumstance reasonably apparent that facts which would reasonably be expected to give rise to the issuance by any Governmental Authority or has Knowledge that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement or as set forth on Schedule 3.11 of the Company Disclosure Schedule, no No litigation, claim, suit, investigation or other proceeding before any court, Governmental Authority governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the Knowledge knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts that are which could reasonably apparent that would reasonably be expected to give rise to any such litigation, claim, suit, investigation or other proceeding that would result in a Company Material Adverse Effectproceeding. (b) Neither 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 cease-and-desist or other order or enforcement action, 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 FDICOffice of the Comptroller of the Currency (the "OCC"), and the Massachusetts Commissioner of BanksFederal Deposit Insurance Corporation (the "FDIC")) or the supervision or regulation of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.11 of Nor has the Company Disclosure Schedule, neither the Company nor or any of its Subsidiaries has been subject to any order or directive by, or been ordered to pay any civil money penalty by, or has been since December 31January 1, 2004, a recipient of any supervisory letter from, or since December 31January 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 Subsidiariessubsidiaries. (c) No Governmental Authority has advised Except as set forth on Schedule 3.10(c) of the Company or Disclosure Schedule, neither the Company nor any of its Subsidiaries in writingSubsidiaries, or to the Knowledge of the Company, orally, has been advised by a Governmental Authority that it will issue issue, or is aware of any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the Knowledge of the Company is there any fact or circumstance reasonably apparent that would reasonably be expected to 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) Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement (excluding any disclosures set forth in any “risk factor” section thereof) or as set forth on Schedule 3.11 of the Company Disclosure ScheduleLetter, no litigation, claim, suit, investigation or other proceeding before any court, Governmental Authority or arbitrator is pending against the Company or any of its Subsidiaries (or, to the Knowledge of the Company, any of the current or former directors or executive officers of the Company and its Subsidiaries, to the extent related to or affecting the business of 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 that are reasonably apparent that would reasonably be expected to give rise to any litigation, claim, suit, investigation or other proceeding that would result in a Company Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order or enforcement action, 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 FDIC, the OTS, and the Massachusetts Commissioner of Banks) or the supervision or regulation of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.11 of the Company Disclosure ScheduleLetter, 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 December 31, 20042006, a recipient of any supervisory letter from, or since December 31, 20042006, 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) No Governmental Authority has advised the Company or any of its Subsidiaries in writing, or to the Knowledge of the Company, orally, that it will issue any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the Knowledge of the Company is there any fact or circumstance reasonably apparent that would reasonably be expected to give rise to the issuance of any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission.

Litigation; Regulatory Action. (a) Except as set forth in the Company SEC Documents filed or furnished prior to the date of this Agreement or as set forth on Schedule 3.11 3.10 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, Governmental Authority governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the Knowledge knowledge of the Company, no such litigation, claim, suit, investigation or other proceeding has been threatened and there are no facts that are which could reasonably apparent that would reasonably be expected to give rise to any such litigation, claim, suit, investigation or other proceeding that would result in a Company Material Adverse Effectproceeding. (b) Neither the Company nor any of its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order or enforcement action, 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 Massachusetts Commissioner Maine Superintendent of Banks) or the supervision or regulation of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.11 3.10 of the Company 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 December 31January 1, 20042003, a recipient of any supervisory letter from, or since December 31January 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 Subsidiariessubsidiaries. (c) No Governmental Authority has advised Neither the Company or nor any of its Subsidiaries in writingSubsidiaries, or to the Knowledge of the Company, orally, has been advised by a Governmental Authority that it will issue issue, or is aware of any such order, decree, agreement, board resolution, memorandum of understanding, supervisory letter, commitment letter, condition or similar submission, nor to the Knowledge of the Company is there any fact or circumstance reasonably apparent that would reasonably be expected to 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.