Common use of Litigation; Regulatory Action Clause in Contracts

Litigation; Regulatory Action. 1. There are no actions, suits, proceedings, investigations or assessments of any kind pending, or to the Knowledge of Franklin, threatened, against Franklin or any Franklin Subsidiary which reasonably can be expected to have a Material Adverse Effect on Franklin. The Disclosure Schedule lists all pending or, to the Knowledge of Franklin, threatened claims and proceedings which, in each case, seek, or would be reasonably likely to result in, damages or other amounts payable by Franklin or the Franklin Subsidiaries, in excess of $50,000. 2. Except as set forth in the Disclosure Schedule, there are no actions, suits, claims, proceedings, investigations or assessments of any kind pending, or to the Knowledge of Franklin, threatened against any of the Directors or officers of Franklin or any Franklin Subsidiary in their capacities as such, and no Director or officer of Franklin or any Franklin Subsidiary currently is being indemnified or seeking to be indemnified by either Franklin or any Franklin Subsidiary pursuant to applicable law or applicable articles of incorporation, bylaws or other constituent documents or any indemnity agreements. 3. Except as set forth in the Disclosure Schedule, neither Franklin nor any of the Franklin Subsidiaries is subject to any cease-and-desist or other order issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or, since January 1, 1999, has been a recipient of any supervisory letter from or has adopted any board resolutions at the request of, any Regulatory Agency or other governmental entity, that restricts the conduct of its business or has resulted, or could reasonably be expected to result, in a liability or that in any manner relates to its capital adequacy, its credit policies, its management or its business (each a "Franklin Regulatory Agreement"), nor has Franklin or any Franklin Subsidiary been advised since January 1, 1999 by any Regulatory Agency or other governmental entity that it is considering issuing or requesting any such Franklin Regulatory Agreement. To the Knowledge of Franklin, there is no pending or threatened regulatory investigation that is reasonably likely to result in a Franklin Regulatory Agreement.

Litigation; Regulatory Action. 1. There are (a) Except as set forth on Schedule 4.9(a) of the Buyer Disclosure Schedule, no actionslitigation, suitsclaim, proceedingssuit, investigations investigation or assessments of other proceeding before any kind pendingcourt, governmental agency or to the Knowledge of Franklin, threatened, arbitrator is pending against Franklin Buyer or any Franklin Subsidiary which reasonably can be expected to have a Material Adverse Effect on Franklin. The Disclosure Schedule lists all pending orof its Subsidiaries, and, to the Knowledge of FranklinBuyer, (i) no litigation, claim, suit, investigation or other proceeding has been threatened claims and proceedings which(ii) there are no facts which would reasonably be expected to give rise to such litigation, in each caseclaim, seeksuit, investigation or other proceeding. (b) Except as set forth on Schedule 4.9(b) of the Buyer Disclosure Schedule, 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 would be reasonably likely to result ina commitment letter or similar submission to, damages any Governmental Authority charged with the supervision or other amounts payable by Franklin regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the Franklin supervision or regulation of Buyer or any of its Subsidiaries, in excess of $50,000. 2. Except as set forth in the Disclosure Schedule, there are no actions, suits, claims, proceedings, investigations or assessments of any kind pending, or to the Knowledge of Franklin, threatened against any on Schedule 4.9 of the Directors or officers of Franklin or any Franklin Subsidiary in their capacities as such, and no Director or officer of Franklin or any Franklin Subsidiary currently is being indemnified or seeking to be indemnified by either Franklin or any Franklin Subsidiary pursuant to applicable law or applicable articles of incorporation, bylaws or other constituent documents or any indemnity agreements. 3. Except as set forth in the Buyer Disclosure Schedule, neither Franklin Buyer nor any of the Franklin its Subsidiaries is subject to any cease-and-desist or other order issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is has been subject to any order or directive by, oror been ordered to pay any civil money penalty by, or has been since January 1, 19992009, has been a recipient of any supervisory letter from from, or since January 1, 2009, has adopted any board resolutions at the request of, any Regulatory Agency or other governmental entity, Governmental Authority that restricts currently regulates in any material respect the conduct of its business or has resulted, or could reasonably be expected to result, in a liability 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 business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (each a "Franklin Regulatory Agreement")c) Neither Buyer nor any of its Subsidiaries, nor has Franklin or any Franklin Subsidiary been advised since January 1by a Governmental Authority that it will issue, 1999 or has Knowledge of any facts which would reasonably be expected to give rise to the issuance by any Regulatory Agency Governmental Authority or other governmental entity has Knowledge that it such Governmental Authority is considering contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Franklin Regulatory Agreement. To the Knowledge order, decree, agreement, board resolution, memorandum of Franklinunderstanding, there is no pending supervisory letter, commitment letter, condition or threatened regulatory investigation that is reasonably likely to result in a Franklin Regulatory Agreementsimilar submission.

Litigation; Regulatory Action. 1. There are (a) Except as set forth on Schedule 3.10 of the Company Disclosure Schedule, no actionslitigation, suitsclaim, proceedingssuit, investigations investigation or assessments of other proceeding before any kind pendingcourt, governmental agency or to arbitrator is pending against the Knowledge of Franklin, threatened, against Franklin Company or any Franklin Subsidiary which reasonably can be expected to have a Material Adverse Effect on Franklin. The Disclosure Schedule lists all pending orof its Subsidiaries, and, to the Knowledge of Franklinthe Company, threatened claims and proceedings which(i) no such litigation, in each caseclaim, seeksuit, or would be reasonably likely to result in, damages investigation or other amounts payable by Franklin or the Franklin Subsidiaries, in excess of $50,000. 2. Except as set forth in the Disclosure Schedule, proceeding has been threatened and (ii) there are no actionsfacts which would reasonably be expected to give rise to such litigation, suitsclaim, claimssuit, proceedings, investigations or assessments of any kind pending, or to the Knowledge of Franklin, threatened against any of the Directors or officers of Franklin or any Franklin Subsidiary in their capacities as such, and no Director or officer of Franklin or any Franklin Subsidiary currently is being indemnified or seeking to be indemnified by either Franklin or any Franklin Subsidiary pursuant to applicable law or applicable articles of incorporation, bylaws investigation or other constituent documents or any indemnity agreementsproceeding. 3. Except as set forth in (b) Neither the Disclosure Schedule, neither Franklin Company nor any of the Franklin its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order issued by, or is a party to any written assistance agreement, consent agreement or board resolution, order, decree, supervisory agreement, memorandum of understanding understanding, condition or similar arrangement with, or is a party to any commitment letter or similar undertaking submission to, any Governmental Authority charged with the supervision or is 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 Rhode Island Department of Business Regulation—Division of Banking) or the supervision or regulation of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has been subject to any order or directive by, oror been ordered to pay any civil money penalty by, or has been since January 1, 19992008, has been a recipient of any supervisory letter from from, or since January 1, 2008, has adopted any board resolutions at the request of, any Regulatory Agency or other governmental entity, Governmental Authority that restricts currently regulates in any material respect the conduct of its business or has resulted, or could reasonably be expected to result, in a liability 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 business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (each a "Franklin Regulatory Agreement"), c) Neither the Company nor any of its Subsidiaries has Franklin or any Franklin Subsidiary been advised since January 1by a Governmental Authority that it will issue, 1999 or has Knowledge of any facts which would reasonably be expected to give rise to the issuance by any Regulatory Agency Governmental Authority or other governmental entity has Knowledge that it such Governmental Authority is considering contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Franklin Regulatory Agreement. To the Knowledge order, decree, agreement, board resolution, memorandum of Franklinunderstanding, there is no pending supervisory letter, commitment letter, condition or threatened regulatory investigation that is reasonably likely to result in a Franklin Regulatory Agreementsimilar submission.

Litigation; Regulatory Action. 1. There are (a) Except as set forth on Schedule 4.9(a) of the Buyer Disclosure Schedule, no actionslitigation, suitsclaim, proceedingssuit, investigations investigation or assessments of other proceeding before any kind pendingcourt, governmental agency or to the Knowledge of Franklin, threatened, arbitrator is pending against Franklin Buyer or any Franklin Subsidiary which reasonably can be expected to have a Material Adverse Effect on Franklin. The Disclosure Schedule lists all pending orof its Subsidiaries, and, to the Knowledge of FranklinBuyer (i) no litigation, claim, suit, investigation or other proceeding has been threatened claims and proceedings which(ii) there are no facts which would reasonably be expected to give rise to such litigation, in each caseclaim, seeksuit, investigation or other proceeding. (b) Except as set forth on Schedule 4.9(b) of the Buyer Disclosure Schedule, 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 or enforcement action with, or would be reasonably likely to result ina commitment letter or similar submission to, damages any Governmental Authority charged with the supervision or other amounts payable by Franklin regulation of financial institutions or issuers of securities or engaged in the insurance of deposits or the Franklin supervision or regulation of Buyer or any of its Subsidiaries, in excess of $50,000. 2. Except as set forth in the Disclosure Schedule, there are no actions, suits, claims, proceedings, investigations or assessments of any kind pending, or to the Knowledge of Franklin, threatened against any on Schedule 4.9(b) of the Directors or officers of Franklin or any Franklin Subsidiary in their capacities as such, and no Director or officer of Franklin or any Franklin Subsidiary currently is being indemnified or seeking to be indemnified by either Franklin or any Franklin Subsidiary pursuant to applicable law or applicable articles of incorporation, bylaws or other constituent documents or any indemnity agreements. 3. Except as set forth in the Buyer Disclosure Schedule, neither Franklin Buyer nor any of the Franklin its Subsidiaries is subject to any cease-and-desist or other order issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is has been subject to any order or directive by, oror been ordered to pay any civil money penalty by, or has been since January 1, 19992013, has been a recipient of any supervisory letter from from, or since January 1, 2013, has adopted any board resolutions at the request of, any Regulatory Agency or other governmental entity, Governmental Authority that restricts currently regulates in any material respect the conduct of its business or has resulted, or could reasonably be expected to result, in a liability 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 business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (each a "Franklin Regulatory Agreement")c) Neither Buyer nor any of its Subsidiaries, nor has Franklin or any Franklin Subsidiary been advised since January 1by a Governmental Authority that it will issue, 1999 or has Knowledge of any facts which would reasonably be expected to give rise to the issuance by any Regulatory Agency Governmental Authority or other governmental entity has Knowledge that it such Governmental Authority is considering contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Franklin Regulatory Agreement. To the Knowledge order, decree, agreement, board resolution, memorandum of Franklinunderstanding, there is no pending supervisory letter, commitment letter, condition or threatened regulatory investigation that is reasonably likely to result in a Franklin Regulatory Agreementsimilar submission or enforcement action.

Litigation; Regulatory Action. 1. There are (a) Except as set forth on Schedule 3.10(a), no actionslitigation, suitsclaim, proceedingssuit, investigations investigation or assessments of other proceeding before any kind pendingcourt, governmental agency or to arbitrator is pending against the Knowledge of Franklin, threatened, against Franklin Company or any Franklin Subsidiary which reasonably can be expected to have a Material Adverse Effect on Franklin. The Disclosure Schedule lists all pending orof its Subsidiaries, and, to the Knowledge of Franklinthe Company, threatened claims and proceedings which(i) no such litigation, in each caseclaim, seeksuit, or would be reasonably likely to result in, damages investigation or other amounts payable by Franklin or the Franklin Subsidiaries, in excess of $50,000. 2. Except as set forth in the Disclosure Schedule, proceeding has been threatened and (ii) there are no actionsfacts which would reasonably be expected to give rise to such litigation, suitsclaim, claimssuit, proceedings, investigations or assessments of any kind pending, or to the Knowledge of Franklin, threatened against any of the Directors or officers of Franklin or any Franklin Subsidiary in their capacities as such, and no Director or officer of Franklin or any Franklin Subsidiary currently is being indemnified or seeking to be indemnified by either Franklin or any Franklin Subsidiary pursuant to applicable law or applicable articles of incorporation, bylaws investigation or other constituent documents or any indemnity agreementsproceeding. 3. Except as set forth in (b) Neither the Disclosure Schedule, neither Franklin Company nor any of the Franklin its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order issued by, or is a party to any written assistance agreement, consent agreement or board resolution, order, decree, supervisory agreement, memorandum of understanding understanding, condition or similar arrangement with, or is a party to any commitment letter or similar undertaking submission to, any Governmental Authority charged with the supervision or is 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 New York State Department of Financial Services) or the supervision or regulation of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has been subject to any order or directive by, oror been ordered to pay any civil money penalty by, or has been since January 1, 19992019, has been a recipient of any supervisory letter from from, or since January 1, 2019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other governmental entity, Governmental Authority that restricts currently regulates in any material respect the conduct of its business or has resulted, or could reasonably be expected to result, in a liability 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 business, other than those of general application that apply to similarly-situated banks or financial holding companies or their subsidiaries. (each a "Franklin Regulatory Agreement"), c) Neither the Company nor any of its Subsidiaries has Franklin or any Franklin Subsidiary been advised since January 1by a Governmental Authority that it will issue, 1999 or has Knowledge of any facts which would reasonably be expected to give rise to the issuance by any Regulatory Agency Governmental Authority or other governmental entity has Knowledge that it such Governmental Authority is considering contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Franklin Regulatory Agreement. To the Knowledge order, decree, agreement, board resolution, memorandum of Franklinunderstanding, there is no pending supervisory letter, commitment letter, condition or threatened regulatory investigation that is reasonably likely to result in a Franklin Regulatory Agreementsimilar submission.

Litigation; Regulatory Action. 1. There are (a) Except as set forth on Schedule 3.10(a) of the Company Disclosure Schedule, no actionslitigation, suitsclaim, proceedingssuit, investigations investigation or assessments of other proceeding before any kind pendingcourt, governmental agency or to arbitrator is pending against the Knowledge of Franklin, threatened, against Franklin Company or any Franklin Subsidiary which reasonably can be expected to have a Material Adverse Effect on Franklin. The Disclosure Schedule lists all pending orof its Subsidiaries, and, to the Knowledge of Franklinthe Company, threatened claims and proceedings which(i) no such litigation, in each caseclaim, seeksuit, or would be reasonably likely to result in, damages investigation or other amounts payable by Franklin or the Franklin Subsidiaries, in excess of $50,000. 2. Except as set forth in the Disclosure Schedule, proceeding has been threatened and (ii) there are no actionsfacts which would reasonably be expected to give rise to such litigation, suitsclaim, claimssuit, proceedings, investigations or assessments of any kind pending, or to the Knowledge of Franklin, threatened against any of the Directors or officers of Franklin or any Franklin Subsidiary in their capacities as such, and no Director or officer of Franklin or any Franklin Subsidiary currently is being indemnified or seeking to be indemnified by either Franklin or any Franklin Subsidiary pursuant to applicable law or applicable articles of incorporation, bylaws investigation or other constituent documents or any indemnity agreementsproceeding. 3. Except as set forth in (b) Neither the Disclosure Schedule, neither Franklin Company nor any of the Franklin its Subsidiaries nor any of their respective properties is a party to or is subject to any cease-and-desist or other order issued by, or is a party to any written assistance agreement, consent agreement or board resolution, order, decree, supervisory agreement, memorandum of understanding understanding, condition or similar arrangement with, or is a party to any commitment letter or similar undertaking submission to, any Governmental Authority charged with the supervision or is 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 New Hampshire Banking Department) or the supervision or regulation of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has been subject to any order or directive by, oror been ordered to pay any civil money penalty by, or has been since January 1, 19992021, has been a recipient of any supervisory letter from from, or since January 1, 2021, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other governmental entity, Governmental Authority that restricts currently regulates in any material respect the conduct of its business or has resulted, or could reasonably be expected to result, in a liability 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 business, other than those of general application that apply to similarly-situated bank or financial holding companies or their subsidiaries. (each a "Franklin Regulatory Agreement"), c) Neither the Company nor any of its Subsidiaries has Franklin or any Franklin Subsidiary been advised since January 1by a Governmental Authority that it will issue, 1999 or has Knowledge of any facts which would reasonably be expected to give rise to the issuance by any Regulatory Agency Governmental Authority or other governmental entity has Knowledge that it such Governmental Authority is considering contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Franklin Regulatory Agreement. To the Knowledge order, decree, agreement, board resolution, memorandum of Franklinunderstanding, there is no pending supervisory letter, commitment letter, condition or threatened regulatory investigation that is reasonably likely to result in a Franklin Regulatory Agreementsimilar submission.

Litigation; Regulatory Action. 1. There are no actions, suits, proceedings, investigations or assessments of any kind pending, or to the Knowledge of Franklin, threatened, against Franklin or any Franklin Subsidiary which reasonably can be expected to have a Material Adverse Effect on Franklin. The Disclosure Schedule lists all pending or, to the Knowledge of Franklin, threatened claims and proceedings which, in each case, seek, or would be reasonably likely to result in, damages or other amounts payable by Franklin or the Franklin Subsidiaries, in excess of $50,000. 2. Except as set forth in on the Disclosure Schedule, there are, and since January 1, 2012, have been, no material Legal Proceedings pending, nor has the Transferor received any written notice of any material threatened Legal Proceeding against Transferor or to which Transferor or its properties or assets or its managers, officers or employees are subject. Without limiting the foregoing, there are no actionsmaterial Legal Proceedings pending, suits, claims, proceedings, investigations or assessments nor has the Transferor received any written notice of any kind pendingmaterial threatened Legal Proceeding against Transferor relating to the termination of, or limitation of, the rights of Transferor under its registrations or qualifications under any Applicable Law, including any federal or state securities laws or regulations. There are, and since January 1, 2012, have been, no outstanding judgments, decrees, or orders in favor of or naming any Person relating to Transferor or any of its Affiliates, directors, officers or employees (as applicable) relating to the Knowledge performance of Franklintheir duties in such capacities or against or affecting their properties. There are no consent decrees or similar arrangements entered into with a Governmental Authority, threatened against any of the Directors or officers of Franklin or any Franklin Subsidiary in their capacities as suchSelf-Regulatory Organization, and no Director or officer of Franklin or any Franklin Subsidiary currently is being indemnified or seeking to be indemnified by either Franklin or any Franklin Subsidiary pursuant to applicable law or applicable articles of incorporation, bylaws or other constituent documents or any indemnity agreements. 3. Except as set forth in the Disclosure Schedule, neither Franklin nor any of the Franklin Subsidiaries is subject to any cease-and-desist or other order issued Person by, or relating to, Transferor or any of its Affiliates, directors, managers, officers or employees, as applicable, relating to the performance of their duties in such capacities or against or affecting their properties, that are still in effect, or were in effect at any time since January 1, 2012. Transferor is not a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order order, decree, agreement, stipulation, memorandum of understanding or directive bysimilar arrangement with, or, since January 1, 1999, has been or a recipient of any supervisory commitment letter from or has adopted any board resolutions at the request ofsimilar submission to, any Regulatory Agency or other governmental entityGovernmental Authority (a “Government Order”) that relates to, that restricts the conduct of its business or has resultedaffects, or could would reasonably be expected to resultaffect the Acquired Assets, in a liability the Services or the Business. Transferor has not been notified by or received any other communication from any Governmental Authority to the effect that in any manner relates to its capital adequacy, its credit policies, its management or its business (each a "Franklin Regulatory Agreement"), nor has Franklin or any Franklin Subsidiary been advised since January 1, 1999 by any Regulatory Agency or other governmental entity that it such Governmental Authority is considering contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Franklin Regulatory Agreement. To the Knowledge of Franklin, there is no pending or threatened regulatory investigation that is reasonably likely to result in a Franklin Regulatory AgreementGovernment Order.