(h) Regulatory Matters.
(i) Neither Peoples nor Peoples Bank nor any of their respective properties is a party to or is subject to a Regulatory Order
from any Regulatory Authority.
(ii) Neither Peoples nor Peoples Bank has been advised by any Regulatory Authority that
such Regulatory Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, formal or informal agreement, memorandum of understanding, commitment letter, board resolution,
supervisory letter or similar submission.
(i) Litigation. Except as has not had and would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect on Peoples, or to delay or prevent Peoples from performing its obligations under this Agreement, no litigation, claim or other proceeding before any court or Governmental Authority
is pending against Peoples or Peoples Bank, and, to Peoples Knowledge, no such litigation, claim or other proceeding has been threatened, and there is no judgment, decree, injunction, rule or order of any Governmental Authority outstanding
against Peoples.
(j) Compliance with Laws. Peoples and each of its Subsidiaries (i) are in compliance in all material
respects with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto, and (ii) have all licenses, franchises, permits and authorizations which are
necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to applicable law, except where the failure to hold such license, franchise, permit or authorization
or to pay such fees or assessments has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Peoples and, to the Peoples Knowledge, no suspension or cancellation of any such
necessary license, franchise, permit or authorization has, prior to the date hereof, been threatened in writing, and (iii) has not received any notification or communication from any Governmental Authority (A) asserting that Peoples or any
of its Subsidiaries are not in compliance with any of the statutes, regulations, or ordinances which such Governmental Authority enforces, or (B) threatening to revoke any license, franchise, permit, or governmental authorization (nor do any
grounds for any of the foregoing exist). Peoples and each of its Subsidiaries have complied in all material respects with, and are not in default or violation in any material respect of, any applicable law relating to Peoples or any of its
Subsidiaries.
(k) Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information. To Peoples Knowledge, it
and its Subsidiaries are not in any violation in any material respect of the Bank Secrecy Act, the Patriot Act, any order issued with respect to anti-money laundering by the Treasurys Office of Foreign Assets Control, or any other applicable
anti-money laundering law, and are in satisfactory compliance in any material respect with the applicable privacy and customer information requirements contained in any federal and state privacy laws, including without limitation, in Title V of the
Gramm-Leach-Bliley Act.
(l) CRA Compliance. Peoples Bank currently has a CRA rating of outstanding as a result
of its most recent CRA examination. Neither Peoples nor any of its Subsidiaries has received notice of non-compliance that would cause the CRA rating of Peoples Bank to fall below satisfactory.
(m) Fairness Opinion. The Peoples Board has received the written opinion of Raymond James & Associates, Inc., as
of the date hereof, as to the fairness from a financial point of view to Peoples of the Merger Consideration to be paid by the Peoples in the Merger.
(n) Brokerage and Finders Fees. Except for Raymond James & Associates, Inc., Peoples has not engaged or employed
any broker, finder, or agent, or agreed to pay or incurred any brokerage fee, finders fee, commission or other similar form of compensation (including any break-up or termination fee) in connection with
this Agreement or the transactions contemplated hereby.
(o) Takeover Laws. Peoples has taken all action required to be
taken by Peoples in order to exempt this Agreement, the Support Agreements and the transactions contemplated hereby and thereby from, and this
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