4.10. Legal Proceedings.
Neither Riverview nor any Riverview Subsidiary is a party to any, and there are no pending or, to Riverviews Knowledge, threatened legal,
administrative, arbitration or other proceedings, claims (whether asserted or unasserted), actions or governmental investigations or inquiries of any material nature (a) against Riverview or any Riverview Subsidiary, (b) to which
Riverviews or any Riverview Subsidiarys material assets are or may be subject, (c) challenging the validity or propriety of any of the transactions contemplated by this Agreement, or (d) that would reasonably be expected to
adversely affect the ability of Riverview or Riverview Bank to perform under this Agreement in any material respect.
4.11. Compliance With Applicable Law.
(a) Each of Riverview and each Riverview Subsidiary is in compliance in all material
respects with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits, its business, and its conduct of business and its
relationship with its employees, including, without limitation, the USA PATRIOT Act, the Bank Secrecy Act, OFAC regulations, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977 (CRA), the
Home Mortgage Disclosure Act, the Fair Credit Reporting Act, the Fair Debt Collections Practices Act, the Truth in Lending Act, and all other applicable fair lending laws and other laws relating to discriminatory business practices, Title VII
of the Civil Rights Act of 1964, as amended, the Americans With Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Family and Medical Leave Act of 1993, as amended, the Genetic Information Non-Discrimination Act of 2008, and all similar federal, state or local laws and/or ordinances, including without limitation, the Pennsylvania Human Relations Act, as amended, and any other non-discrimination and fair employment practices laws of any state and/or locality in which a Riverview or any Riverview Subsidiary employee works, worked, resides, or resided, all as amended, ERISA, the Affordable
Care Act, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the Worker Adjustment and Retraining Notification Act, as amended, and neither Riverview nor any Riverview Subsidiary has received any written notice to the
contrary, except where the failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Riverview. The Board of Directors of Riverview Bank has adopted, and Riverview Bank has
implemented, an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed ineffective by any Governmental Entity and that meets the requirements of Sections 352
and 326 of the USA PATRIOT Act and the regulations thereunder.
(b) Each of Riverview and each Riverview Subsidiary has all material
permits, licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Governmental Entities and Bank Regulators that are required in order to permit it to own or lease its properties and to
conduct its business as presently conducted, except where the failure to hold such permits, licenses, authorizations, orders or approvals, or the failure to make such filings, applications or registrations would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on Riverview; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect in all material respects, and to Riverviews Knowledge,
no suspension or cancellation of any such permit, license, certificate, order or approval is threatened or will result from the consummation of the transactions contemplated by this Agreement, subject to obtaining Regulatory Approvals.
(c) Since January 1, 2017, neither Riverview nor any Riverview Subsidiary has received any written notification or any other
communication from any Bank Regulator (i) asserting that Riverview or any Riverview Subsidiary is not in material compliance with any of the statutes, regulations or ordinances which such Bank Regulator enforces; (ii) threatening to revoke
any license, franchise, permit or governmental authorization which is material to Riverview or any Riverview Subsidiary; (iii) requiring, or threatening to require, Riverview or any Riverview Subsidiary, or indicating that Riverview or any
Riverview Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding or any other agreement with any
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