Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. (a) Other than as set forth in HVBC Disclosure Schedule 3.15 or as filed with the HVBC SEC Documents, none of HVBC or any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment or service of any current or former employees, or directors of HVBC or any of its Subsidiaries; (ii) which would entitle any current or former employee, director, other individual service provider or agent of HVBC or any of its Subsidiaries to indemnification from HVBC or such Subsidiaries; (iii) any agreement, arrangement, or commitment (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC or any of its Subsidiaries to any employee, director, or other individual service provider thereof; (iv) which is not terminable on sixty (60) days or less notice and involving the payment of more than $50,000 per annum; (v) is material to the financial condition, results of operations or business of HVBC or any of its Subsidiaries; (vi) is a Lease; or (vii) which materially restricts the conduct of any business by HVBC. HVBC has previously delivered or made available to CZFS true, complete and correct copies of each such document. Each contract, arrangement, commitment or understanding of the type of described in this Section 3.15(a), whether or not set forth on HVBC Disclosure Schedule 3.15 is referred to herein as a “Material Contract.” (b) To its Knowledge, none of HVBC or any of its Subsidiaries is in default under any Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by HVBC or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (a) Other than as set forth in HVBC E▇▇▇▇ Disclosure Schedule 3.15 3.14 or as filed with the HVBC E▇▇▇▇ SEC Documents, none of HVBC E▇▇▇▇ or any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment or service of any current or former employees, or directors of HVBC E▇▇▇▇ or any of its Subsidiaries; (ii) which would entitle any current or former employee, director, other individual service provider or agent of HVBC E▇▇▇▇ or any of its Subsidiaries to indemnification from HVBC E▇▇▇▇ or such Subsidiaries; (iii) any agreement, arrangement, or commitment (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC E▇▇▇▇ or any of its Subsidiaries to any current or former employee, director, or other individual service provider thereof; (iv) which is not terminable on sixty (60) days or less notice and involving the payment of more than $50,000 100,000 per annum; (v) is material to the financial condition, results of operations or business of HVBC E▇▇▇▇ or any of its Subsidiaries; (vi) is a Lease; or (vii) which materially restricts the conduct of any business by HVBCE▇▇▇▇. HVBC E▇▇▇▇ has previously delivered or made available to CZFS NBT true, complete and correct copies of each such document. Each contract, arrangement, commitment or understanding of the type of described in this Section 3.15(a3.14(a), whether or not set forth on HVBC E▇▇▇▇ Disclosure Schedule 3.15 3.14 is referred to herein as a “Material Contract.” (b) To its Knowledge, none of HVBC or neither E▇▇▇▇ nor any of its Subsidiaries is in default under any Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by HVBC E▇▇▇▇ or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (a) Other than as set forth in HVBC Salisbury Disclosure Schedule 3.15 3.14 or as filed with the HVBC Salisbury SEC Documents, none of HVBC Salisbury or any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment or service of any current or former employees, or directors of HVBC Salisbury or any of its Subsidiaries; (ii) which would entitle any current or former employee, director, other individual service provider or agent of HVBC Salisbury or any of its Subsidiaries to indemnification from HVBC Salisbury or such Subsidiaries; (iii) any agreement, arrangement, or commitment (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC Salisbury or any of its Subsidiaries to any current or former employee, director, or other individual service provider thereof; (iv) which is not terminable on sixty (60) days or less notice and involving the payment of more than $50,000 100,000 per annum; (v) is material to the financial condition, results of operations or business of HVBC Salisbury or any of its Subsidiaries; (vi) is a Lease; or (vii) which materially restricts the conduct of any business by HVBC▇▇▇▇▇▇▇▇▇. HVBC Salisbury has previously delivered or made available to CZFS NBT true, complete and correct copies of each such document. Each contract, arrangement, commitment or understanding of the type of described in this Section 3.15(a3.14(a), whether or not set forth on HVBC Salisbury Disclosure Schedule 3.15 3.14 is referred to herein as a “Material Contract.” (b) To its Knowledge, none of HVBC or neither Salisbury nor any of its Subsidiaries is in default under any Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by HVBC ▇▇▇▇▇▇▇▇▇ or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (a) Other than Except for this Agreement or as set forth in HVBC Section 3.11 of the Seller Disclosure Schedule 3.15 or as filed with the HVBC SEC DocumentsSchedule, none of HVBC or neither Seller nor any of its Subsidiaries is a party to, bound by or subject affected by, or obligated to pay benefits under (a) any agreement, contractindenture or other instrument relating to the borrowing of money (other than in the case of FHLB advances and federal funds purchased) or the guarantee of any obligation by it; (b) any agreement, arrangement, arrangement or commitment or understanding (whether written or oral): (i) with respect relating to the employment of a consultant or service the employment, election or retention in office of any current present or former employeesdirector, advisory director, officer or directors employee of HVBC Seller or any of its Subsidiaries; (iic) any agreement, arrangement or understanding pursuant to which would entitle any current payment (whether of severance pay or otherwise) will or may become due to any present or former employee, director, other individual service provider advisory director, officer or agent employee of HVBC Seller or any of its Subsidiaries to indemnification from HVBC as a result of Seller or SMB entering into this Agreement, the approval of this Agreement by Seller's stockholders or the consummation of any of the transactions contemplated hereby (assuming for purposes hereof that such SubsidiariesPerson's employment is involuntarily terminated without cause in connection with the transactions contemplated hereby); (iiid) any agreement, arrangement, arrangement or commitment understanding (whether written other than as provided in the articles of incorporation or oralbylaws or equivalent document of Seller or any of its Subsidiaries) which, upon the consummation of the transactions contemplated by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC pursuant to which Seller or any of its Subsidiaries is obligated to indemnify any employee, present or former director, advisory director, officer, employee or other individual service provider thereof; (iv) which is not terminable on sixty (60) days or less notice and involving the payment agent of more than $50,000 per annum; (v) is material to the financial condition, results of operations or business of HVBC Seller or any of its Subsidiaries; (vie) any agreement, arrangement or understanding to which Seller or any of its Subsidiaries is a Leaseparty or by which it is bound which limits in any way the conduct of business by Seller or any of its Subsidiaries (including without limitation a non-compete or similar provision); (f) any agreement pursuant to which loans (or participations) have been sold by Seller or any of its Subsidiaries, which imposes any potential recourse obligations (by representation, warranty, covenant or other contractual terms) upon Seller or any of its Subsidiaries; (g) any subservicing agreement; (h) to the extent not included within any of clauses (a) through (g) above, any "material contract" within the meaning of Item 601(b) of the SEC's Regulation S-K; or (viii) which materially restricts the conduct of any business by HVBC. HVBC has previously delivered or made available to CZFS true, complete and correct copies of each such document. Each contract, arrangementother material agreement, commitment or understanding imposing a monetary or forbearance obligation on Seller or any of the type of described its Subsidiaries (collectively, all such agreements, arrangements, commitments and understandings referenced in this Section 3.15(a3.11, the "Seller Contracts"). For purposes of subsection (i), whether a material agreement, commitment or understanding shall not set forth include any deposit account liability, brokerage account, any arrangement which is terminable by Seller or any of its Subsidiaries on HVBC Disclosure Schedule 3.15 is referred to herein as a “Material Contract.” (b) To 30 days or less advance written notice without penalty or premium or any monetary obligation of Seller or any of its Knowledge, none Subsidiaries which involves the payment of HVBC or less than $20,000 per year. Neither Seller nor any of its Subsidiaries is in default under any Material Seller Contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receive benefits and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by HVBC or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (a) Other than as set forth in HVBC CBBC Disclosure Schedule 3.15 or as filed with the HVBC SEC Documents3.14, none of HVBC CBBC or any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment or service of any current directors, officers, employees or former employees, or directors of HVBC or any of its Subsidiariesconsultants; (ii) which would entitle any current present or former employee, director, other individual service provider officer, employee or agent of HVBC CBBC or any of its Subsidiaries to indemnification from HVBC CBBC or such Subsidiaries; (iii) any agreement, arrangement, or commitment (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC CBBC or any of its Subsidiaries to any employee, director, officer or other individual service provider employee thereof; (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment of more than $50,000 25,000 per annum; (v) any agreement, arrangement, or commitment that is material to the financial condition, results of operations or business of HVBC CBBC or any of its Subsidiaries; or (vi) is a Lease; or (vii) which materially restricts the conduct of any business by HVBCCBBC. HVBC CBBC has previously delivered or made available to CZFS SBBX true, complete and correct copies of each such document. Each contract, arrangement, commitment or understanding of the type of described in this Section 3.15(a3.14(a), whether or not set forth on HVBC CBBC Disclosure Schedule 3.15 3.14 is referred to herein as a “Material Contract.” (b) To its Knowledge, none of HVBC CBBC or any of its Subsidiaries is not in default under any Material Contractcontract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by HVBC CBBC or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (ai) Other than as Except for documents set forth in HVBC Section 5.03(k)(i) of HEOP’s Disclosure Schedule 3.15 or as filed with the HVBC SEC DocumentsSchedule, none of HVBC or neither HEOP nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral): ) (iA) with respect to the employment or service of any current or former of its directors, officers, employees, or directors with regards to the provision of HVBC services similar to those provided by an employee, independent contractors or any consultants and involving the payment or value of its Subsidiaries; more than $50,000 per annum, (iiB) which would entitle any current present or former director, officer, employee, directorindependent contractor, other individual service provider consultant or agent of HVBC HEOP or any of its Subsidiaries to indemnification from HVBC HEOP or such any of its Subsidiaries; , (iiiC) any agreement, arrangement, or commitment (whether written or oral) which, upon which provides for the consummation of the transactions contemplated payment by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC HEOP or any of its Subsidiaries to any employee, director, of severance or other individual service provider thereof; (iv) which is not terminable on sixty (60) days compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or less notice and other business combination transaction involving the payment of more than $50,000 per annum; (v) is material to the financial condition, results of operations or business of HVBC HEOP or any of its Subsidiaries; , including but not limited to, the Transaction, (viD) which would be a material (ii) Each of the Material Contracts is in full force and effect (other than due to the ordinary expiration thereof) and is a Lease; valid and binding obligation of HEOP or its Subsidiaries and, to HEOP’s Knowledge, is a valid and binding obligation of the other parties thereto, enforceable against HEOP or its Subsidiaries, and to HEOP’s Knowledge, the other parties thereto, in accordance with its terms (viiin each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). HEOP and its Subsidiaries (as applicable) which materially restricts the conduct of have performed, in all material respects, all obligations required to be performed by them under each Material Contract. Neither HEOP or its Subsidiaries nor, to HEOP’s Knowledge, any business by HVBC. HVBC has previously delivered or made available to CZFS trueother parties thereto, complete and correct copies of each such document. Each is in material default under any contract, agreement, commitment, arrangement, commitment lease, insurance policy or understanding of the type of described in this Section 3.15(a)other instrument to which they are a party, whether by which their respective assets, business, or not set forth on HVBC Disclosure Schedule 3.15 is referred to herein as a “Material Contract.” (b) To its Knowledgeoperations may be bound or affected, none of HVBC or any of its Subsidiaries is in default under any Material Contractwhich their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or (iii) Section 5.03(k)(iii) of HEOP’s Disclosure Schedule sets forth a schedule of all holders of five percent or the giving more of notice or both, would constitute such a default. No power HEOP Common Stock and executive officers and directors of attorney or similar authorization given directly or indirectly by HVBC HEOP and its Subsidiaries who have outstanding loans from HEOP or any of its Subsidiaries is currently outstandingSubsidiaries, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (a) Other than Except for this Agreement or as set forth in HVBC Section 3.11 of the Seller Disclosure Schedule 3.15 or as filed with the HVBC SEC DocumentsSchedule, none of HVBC or neither Seller nor any of its Subsidiaries is a party to, bound by or subject affected by, or obligated to pay benefits under (a) any agreement, contractindenture or other instrument relating to the borrowing of money (other than in the case of FHLB advances and federal funds purchased) or the guarantee of any obligation by it; (b) any agreement, arrangement, arrangement or commitment or understanding (whether written or oral): (i) with respect relating to the employment of a consultant or service the employment, election or retention in office of any current present or former employeesdirector, advisory director, officer or directors employee of HVBC Seller or any of its Subsidiaries; (iic) any agreement, arrangement or understanding pursuant to which would entitle any current payment (whether of severance pay or otherwise) will or may become due to any present or former employee, director, other individual service provider advisory director, officer or agent employee of HVBC Seller or any of its Subsidiaries to indemnification from HVBC as a result of Seller or FCB entering into this Agreement, the approval of this Agreement by Seller's stockholders or the consummation of any of the transactions contemplated hereby (assuming for purposes hereof that such SubsidiariesPerson's employment is involuntarily terminated without cause in connection with the transactions contemplated hereby); (iiid) any agreement, arrangement, arrangement or commitment understanding (whether written other than as provided in the articles of incorporation or oralbylaws or equivalent document of Seller or any of its Subsidiaries) which, upon the consummation of the transactions contemplated by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC pursuant to which Seller or any of its Subsidiaries is obligated to indemnify any employee, present or former director, advisory director, officer, employee or other individual service provider thereof; (iv) which is not terminable on sixty (60) days or less notice and involving the payment agent of more than $50,000 per annum; (v) is material to the financial condition, results of operations or business of HVBC Seller or any of its Subsidiaries; (vie) is a Lease; or (vii) which materially restricts the conduct of any business by HVBC. HVBC has previously delivered or made available to CZFS trueagreement, complete and correct copies of each such document. Each contract, arrangement, commitment arrangement or understanding of the type of described in this Section 3.15(a), whether or not set forth on HVBC Disclosure Schedule 3.15 is referred to herein as a “Material Contract.” (b) To its Knowledge, none of HVBC which Seller or any of its Subsidiaries is a party or by which it is bound which limits in default under any Material Contract, and there has not occurred any event that, with way the lapse conduct of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly business by HVBC Seller or any of its Subsidiaries is currently outstanding.(including without limitation a non-compete or similar provision); (f) any agreement pursuant to which loans (or participations) have been sold by Seller or any of its Subsidiaries, which imposes any potential recourse obligations (by representation, warranty, covenant or other contractual terms) upon Seller or any of its Subsidiaries; (g) any subservicing agreement; (h) to the extent not included within any of clauses (a) through (g) above, any "material contract" within the meaning of Item 601(b) of the SEC's Regulation S-K; or (i) any other material agreement, commitment or understanding imposing a monetary or forbearance obligation on Seller or any of its Subsidiaries (collectively, all such agreements, arrangements, commitments and understandings referenced in this Section 3.11, the "Seller Contracts"). For purposes of subsection (i),

Material Contracts; Defaults. (a) Other than as set forth in HVBC Wellesley Disclosure Schedule 3.15 or as filed with the HVBC Wellesley SEC Documents, none of HVBC Wellesley or any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral): (i) with respect to the employment or service of any current or former employees, or directors of HVBC Wellesley or any of its Subsidiaries; (ii) which would entitle any current or former employee, director, other individual service provider or agent of HVBC Wellesley or any of its Subsidiaries to indemnification from HVBC Wellesley or such Subsidiaries; (iii) any agreement, arrangement, or commitment (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC Wellesley or any of its Subsidiaries to any employee, director, or other individual service provider thereof; (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment of more than $50,000 25,000 per annum; (v) any agreement, arrangement, or commitment that is material to the financial condition, results of operations or business of HVBC Wellesley or any of its Subsidiaries; or (vi) is a Lease; or (vii) which materially restricts the conduct of any business by HVBCWellesley. HVBC Wellesley has previously delivered or made available to CZFS Cambridge true, complete and correct copies of each such document. Each contract, arrangement, commitment or understanding of the type of described in this Section 3.15(a), whether or not set forth on HVBC Wellesley Disclosure Schedule 3.15 is referred to herein as a “Material Contract.” (b) To its Knowledge, none of HVBC Wellesley or any of its Subsidiaries is in default under any Material Contractmaterial contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by HVBC Wellesley or any of its Subsidiaries is currently outstanding.