Common use of Material Contracts; Leases; Defaults Clause in Contracts

Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in REGAL BANCORP DISCLOSURE SCHEDULE 4.8.1, neither Regal Bancorp nor any Regal Bancorp Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Regal Bancorp or any Regal Bancorp Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, equity awards, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Regal Bancorp or any Regal Bancorp Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Regal Bancorp or any Regal Bancorp Subsidiary; (iv) any agreement that by its terms limits the payment of dividends by Regal Bancorp or any Regal Bancorp Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Regal Bancorp or any Regal Bancorp Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, bankers’ acceptances, Federal Home Loan Bank advances and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or that contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) that would be applicable on or after the Closing Date to SR Bancorp or any SR Bancorp Subsidiary; (vi) any agreement that relates to capital expenditures and involves future payments in excess of $50,000, (vii) any agreement that relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of it business, (viii) any other agreement, written or oral, that obligates Regal Bancorp or any Regal Bancorp Subsidiary to pay more than $25,000 annually or to pay more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), (ix) that is a lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $50,000 on an annual basis; (x) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum; (xi) that provides for indemnification by Regal Bancorp or any of its Subsidiaries of any person or entity, except for contracts in the ordinary course of business providing for customary indemnification and provisions of Regal Bancorp or Regal Bank’s certificate of incorporation of organization, bylaws or employment agreements with executive officers of Regal Bancorp or Regal Bank providing for indemnification; (xii) that, to Regal Bancorp’s Knowledge, would prevent, materially delay or materially impede Regal Bancorp’s ability to consummate the Merger or the other transactions contemplated hereby; (xiii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Regal Bancorp or any Regal Bancorp Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); or that is not of the type described in clauses (i) through (xii) above and that involved payments by, or to, Regal Bancorp or any of its Subsidiaries in the year ended December 31, 2021, or that could reasonably be expected to involve such payments during the year ending December 31, 2022, of more than $50,000 (excluding Loans) or the termination of which would require payment by Regal Bancorp or any of its Subsidiaries in excess of $50,000.

Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in REGAL BOARDWALK BANCORP DISCLOSURE SCHEDULE 4.8.1, neither Regal Boardwalk Bancorp nor any Regal Boardwalk Bancorp Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, equity awards, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary; (iv) any agreement that which by its terms limits the payment of dividends by Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, bankers’ acceptances, Federal Home Loan Bank advances and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or that which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to SR Cape Bancorp or any SR Cape Bancorp Subsidiary; (vi) any agreement that relates to capital expenditures and involves future payments in excess of $50,000, (vii) any agreement that relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of it business, (viii) any other agreement, written or oral, that obligates Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary to pay more than $25,000 annually or to pay more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), (ix) that is a lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $50,000 on an annual basis; (x) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum20,000 annually; or (xi) that provides for indemnification by Regal Bancorp or any of its Subsidiaries of any person or entity, except for contracts in the ordinary course of business providing for customary indemnification and provisions of Regal Bancorp or Regal Bank’s certificate of incorporation of organization, bylaws or employment agreements with executive officers of Regal Bancorp or Regal Bank providing for indemnification; (xii) that, to Regal Bancorp’s Knowledge, would prevent, materially delay or materially impede Regal Bancorp’s ability to consummate the Merger or the other transactions contemplated hereby; (xiiivii) any agreement (other than this Agreement)agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Regal Boardwalk Bancorp or any Regal Boardwalk Bancorp Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); or that is not of the type described in clauses (i) through (xii) above and that involved payments by, or to, Regal Bancorp or any of its Subsidiaries in the year ended December 31, 2021, or that could reasonably be expected to involve such payments during the year ending December 31, 2022, of more than $50,000 (excluding Loans) or the termination of which would require payment by Regal Bancorp or any of its Subsidiaries in excess of $50,000.

Material Contracts; Leases; Defaults. 4.8.14.9.1. Except as set forth in REGAL BANCORP SYNERGY DISCLOSURE SCHEDULE 4.8.14.9.1, neither Regal Bancorp Synergy nor any Regal Bancorp Synergy Subsidiary is currently a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, equity awards, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary; (iv) any agreement that which by its terms limits the payment of dividends by Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in which Synergy or any Synergy Subsidiary is a borrower whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, Federal Home Loan Bank advances and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, or that which contains financial covenants or other material restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to SR Bancorp NYB or any SR Bancorp NYB Subsidiary; (vi) any agreement that relates to capital expenditures and involves future payments in excess with a vendor of $50,000, (vii) any agreement that relates to the disposition products or acquisition of assets or any interest in any business enterprise outside the ordinary course of it business, (viii) any other agreementservices, written or oral, that obligates Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary to pay more than $25,000 annually or to pay for the payment of more than $50,000 annually or for the payment of more than $100,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment premium, or (other than agreements for commercially available “off-the-shelf” software), (ix) that is a lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $50,000 on an annual basis; (x) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum; (xi) that provides for indemnification by Regal Bancorp or any of its Subsidiaries of any person or entity, except for contracts in the ordinary course of business providing for customary indemnification and provisions of Regal Bancorp or Regal Bank’s certificate of incorporation of organization, bylaws or employment agreements with executive officers of Regal Bancorp or Regal Bank providing for indemnification; (xii) that, to Regal Bancorp’s Knowledge, would prevent, materially delay or materially impede Regal Bancorp’s ability to consummate the Merger or the other transactions contemplated hereby; (xiiivii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); or that is not of the type described in clauses (i) through (xii) above and that involved payments by, or to, Regal Bancorp or any of its Subsidiaries in the year ended December 31, 2021, or that could reasonably be expected to involve such payments during the year ending December 31, 2022, of more than $50,000 (excluding Loans) or the termination of which would require payment by Regal Bancorp or any of its Subsidiaries in excess of $50,000.

Material Contracts; Leases; Defaults. 4.8.14.9.1. Except as set forth in REGAL BANCORP SYNERGY DISCLOSURE SCHEDULE 4.8.14.9.1, neither Regal Bancorp Synergy nor any Regal Bancorp Synergy Subsidiary is currently a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, equity awards, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary; (iv) any agreement that which by its terms limits the payment of dividends by Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money in which Synergy or any Synergy Subsidiary is a borrower whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ ' acceptances, Federal Home Loan Bank advances and “"treasury tax and loan” " accounts and transactions in "federal funds" in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, or that which contains financial covenants or other material restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to SR Bancorp NYB or any SR Bancorp NYB Subsidiary; (vi) any agreement that relates to capital expenditures and involves future payments in excess with a vendor of $50,000, (vii) any agreement that relates to the disposition products or acquisition of assets or any interest in any business enterprise outside the ordinary course of it business, (viii) any other agreementservices, written or oral, that obligates Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary to pay more than $25,000 annually or to pay for the payment of more than $50,000 annually or for the payment of more than $100,000 over its remaining term, which is not terminable without cause on 60 days’ ' or less notice without penalty or payment premium, or (other than agreements for commercially available “off-the-shelf” software), (ix) that is a lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $50,000 on an annual basis; (x) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum; (xi) that provides for indemnification by Regal Bancorp or any of its Subsidiaries of any person or entity, except for contracts in the ordinary course of business providing for customary indemnification and provisions of Regal Bancorp or Regal Bank’s certificate of incorporation of organization, bylaws or employment agreements with executive officers of Regal Bancorp or Regal Bank providing for indemnification; (xii) that, to Regal Bancorp’s Knowledge, would prevent, materially delay or materially impede Regal Bancorp’s ability to consummate the Merger or the other transactions contemplated hereby; (xiiivii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Regal Bancorp Synergy or any Regal Bancorp Synergy Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); or that is not of the type described in clauses (i) through (xii) above and that involved payments by, or to, Regal Bancorp or any of its Subsidiaries in the year ended December 31, 2021, or that could reasonably be expected to involve such payments during the year ending December 31, 2022, of more than $50,000 (excluding Loans) or the termination of which would require payment by Regal Bancorp or any of its Subsidiaries in excess of $50,000.

Material Contracts; Leases; Defaults. 4.8.1. (a) Except as set forth in REGAL BANCORP DISCLOSURE SCHEDULE 4.8.1Prestige Bancorp Disclosure Schedule 3.08(a), and except for this Agreement, and those agreements and other documents filed as exhibits to Prestige Bancorp's Securities Documents, neither Regal Prestige Bancorp nor any Regal Bancorp Subsidiary Prestige Bank is a party to to, bound by or subject to: to (i) any employmentagreement, consulting contract, arrangement, commitment or severance contract understanding (whether written or oral) that is a "material arrangement with any past or present officer, director or employee contract" within the meaning of Regal Bancorp or any Regal Bancorp Subsidiary, except for “at will” arrangements; Item 601(b)(10) of the SEC's Regulation S-K (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, equity awards, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Regal Bancorp or any Regal Bancorp Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Regal Prestige Bancorp or any Regal Bancorp SubsidiaryPrestige Bank; (iviii) any agreement that which by its terms limits the payment of dividends by Regal Prestige Bancorp or any Regal Bancorp SubsidiaryPrestige Bank; (viv) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Regal Prestige Bancorp or any Regal Bancorp Subsidiary Prestige Bank is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Pittsburgh advances, bankers’ ' acceptances, Federal Home Loan Bank advances and “"treasury tax and loan” " accounts established in the ordinary course of business and transactions in “"federal funds” " or that which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Merger Effective Date to SR Northwest Bancorp or any SR Northwest Bancorp Subsidiary; (viv) any agreement that relates to capital expenditures and involves future payments in excess of $50,000, (vii) any agreement that relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of it business, (viii) any other agreement, written or oral, that obligates Regal Bancorp or any Regal Bancorp Subsidiary to pay more than $25,000 annually or to pay more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), (ix) that is a lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $50,000 on an annual basis; (x) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum; (xi) that provides for indemnification by Regal Bancorp or any of its Subsidiaries of any person or entity, except for contracts in the ordinary course of business providing for customary indemnification and provisions of Regal Bancorp or Regal Bank’s certificate of incorporation of organization, bylaws or employment agreements with executive officers of Regal Bancorp or Regal Bank providing for indemnification; (xii) that, to Regal Bancorp’s Knowledge, would prevent, materially delay or materially impede Regal Bancorp’s ability to consummate the Merger or the other transactions contemplated hereby; (xiii) any agreement (other than this Agreement)) limiting the freedom, in any material respect, of Prestige Bancorp or Prestige Bank to engage in any type of banking or bank-related business which Prestige Bancorp or Prestige Bank is permitted to engage in under applicable law as of the date of this Agreement or (vi) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Regal Prestige Bancorp or any Regal Bancorp Subsidiary Prestige Bank (it being understood that any non-compete or similar provision shall be deemed material); or that is not of the type described in clauses (i) through (xii) above and that involved payments by, or to, Regal Bancorp or any of its Subsidiaries in the year ended December 31, 2021, or that could reasonably be expected to involve such payments during the year ending December 31, 2022, of more than $50,000 (excluding Loans) or the termination of which would require payment by Regal Bancorp or any of its Subsidiaries in excess of $50,000.

Material Contracts; Leases; Defaults. 4.8.15.8.1. Except as set forth in REGAL BANCORP DISCLOSURE SCHEDULE 4.8.1Bridge Bancorp Disclosure Schedule 5.8.1, neither Regal Bridge Bancorp nor any Regal Bridge Bancorp Subsidiary is a party to or subject to: (i) any employmentemployment agreement, change in control agreement, consulting or severance contract agreement or other material arrangement agreement with any past or present officer, director or employee of Regal Bridge Bancorp or any Regal Bridge Bancorp Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, equity awards, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Regal Bridge Bancorp or any Regal Bridge Bancorp Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Regal Bridge Bancorp or any Regal Bridge Bancorp Subsidiary; (iv) any agreement that which by its terms limits the payment of dividends by Regal Bridge Bancorp or any Regal Bridge Bancorp Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Regal Bridge Bancorp or any Regal Bridge Bancorp Subsidiary is an obligor to any personPerson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, Federal Home Loan Bank advances and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business and transactions in “federal funds” consistent with past practice, or that which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) that which would be applicable on or after the Closing Date to SR Bancorp Bridge Bancorp, BNB Bank or any SR Bridge Bancorp Subsidiary; (vi) any agreement that relates to capital expenditures and involves future payments in excess of $50,000, (vii) any agreement that relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of it business, (viii) any other agreement, written or oral, that obligates Regal Bridge Bancorp or any Regal Bridge Bancorp Subsidiary to pay for the payment of more than $25,000 150,000 annually or to pay for the payment of more than $50,000 200,000 over its remaining term, which is not terminable with or without cause on 60 days’ or less notice without penalty or payment payment, (vii) that is a material intellectual property license or under which Bridge Bancorp or any Bridge Bancorp Subsidiary has licensed to others the right to use any intellectual property owned by Bridge Bancorp or any Bridge Bancorp Subsidiary, other than agreements licenses for commercially available commercial “off-the-shelf” software)or “shrink-wrap” software that have not been modified or customized for Bridge Bancorp or any Bridge Bancorp Subsidiary other than through customization tools made available by the applicable licensor, (ix) that is a lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee, involving a liability or obligation as obligor in excess of $50,000 on an annual basis; (x) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 per annum; (xiviii) that provides for indemnification by Regal Bancorp any rights to shareholders of Bridge Bancorp, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to Bridge Bancorp’s or any Bridge Bancorp Subsidiary’s Board of its Subsidiaries of any person Directors or entity, except for contracts in the ordinary course of business providing for customary indemnification and provisions of Regal Bancorp or Regal Bank’s certificate of incorporation of organization, bylaws or employment agreements with executive officers of Regal Bancorp or Regal Bank providing for indemnification; (xii) that, to Regal Bancorp’s Knowledge, would prevent, materially delay or materially impede Regal Bancorp’s ability to consummate the Merger or the other transactions contemplated hereby; (xiiiix) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Regal Bridge Bancorp or any Regal Bridge Bancorp Subsidiary (it being understood that any non-compete or similar provision shall be deemed material); or that is not of the type described in clauses (i) through (xii) above and that involved payments by, or to, Regal Bancorp or any of its Subsidiaries in the year ended December 31, 2021, or that could reasonably be expected to involve such payments during the year ending December 31, 2022, of more than $50,000 (excluding Loans) or the termination of which would require payment by Regal Bancorp or any of its Subsidiaries in excess of $50,000Subsidiary.