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

Material Contracts; Leases; Defaults. (a) Except as set forth in First Franklin Disclosure Schedule 3.08(a), and except for this Agreement, and the restrictions on dividend payments promulgated under the rules and regulations of the OTS and the Department, neither First Franklin nor Franklin Savings, nor any Subsidiary, is a party to, bound by or subject to (i) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a Material Contract; (ii) any collective bargaining agreement with any labor union relating to employees of First Franklin or Franklin Savings; (iii) any agreement which by its terms limits the payment of dividends by First Franklin or Franklin Savings; (iv) 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 First Franklin or Franklin Savings is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati advances, bankers’ acceptances, “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Merger Effective Date to Cheviot Financial or any Cheviot Financial Subsidiary; (v) any contract (other than this Agreement) limiting the ability, in any material respect, of First Franklin or Franklin Savings to engage in any type of banking or bank-related business which First Franklin or Franklin Savings is permitted to engage in under applicable law as of the date of this Agreement or (vi) 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 First Franklin or Franklin Savings (it being understood that any Regulatory Agreement or any non-compete or similar provision shall be deemed material). Except as set forth in First Franklin Disclosure Schedule 3.08(b), neither First Franklin nor Franklin Savings is in default in any material respect under any material 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 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.

Material Contracts; Leases; Defaults. (a) 5.9.1 Except as set forth in First Franklin CUB Disclosure Schedule 3.08(a), and except for this Agreement, and the restrictions on dividend payments promulgated under the rules and regulations of the OTS and the Department5.9.1, neither First Franklin CU Bancorp nor Franklin Savings, nor any Subsidiary, CUB is a party to, bound by to or subject to to: (i) any agreementemployment, contractconsulting or severance contract or material arrangement with any past or present officer, arrangementdirector or employee of CU Bancorp or CUB, commitment or understanding (whether written or oral) that is a Material Contract; except for “at will” arrangements, (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of CU Bancorp or CUB, (iii) any collective bargaining agreement with any labor union relating to employees of First Franklin CU Bancorp or Franklin Savings; CUB, (iiiiv) any agreement which by its terms limits the payment of dividends by First Franklin CU Bancorp or Franklin Savings; CUB, (ivv) 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 First Franklin CU Bancorp or Franklin Savings CUB is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati the Federal Reserve Bank advances, bankers’ acceptances, 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 which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Merger Effective Closing Date to Cheviot Financial CU Bancorp or any Cheviot Financial Subsidiary; (v) any contract (other than this Agreement) limiting the abilityCUB, in any material respect, of First Franklin or Franklin Savings to engage in any type of banking or bank-related business which First Franklin or Franklin Savings is permitted to engage in under applicable law as of the date of this Agreement or (vi) 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 First Franklin CU Bancorp or Franklin Savings CUB (it being understood that any Regulatory Agreement or any non-compete or similar provision shall be deemed material). Except as set forth in First Franklin Disclosure Schedule 3.08(b), neither First Franklin nor Franklin Savings is in default in any material respect under any material 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 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.

Material Contracts; Leases; Defaults. (a) 4.9.1. Except as set forth in First Franklin Disclosure Schedule 3.08(a), and except for this Agreement, and the restrictions on dividend payments promulgated under the rules and regulations of the OTS and the DepartmentCB&T DISCLOSURE SCHEDULE 4.9.1, neither First Franklin nor Franklin Savings, CB&T nor any Subsidiary, CB&T Subsidiary is a party to, bound by to or subject to to: (i) any agreementemployment, contractconsulting or severance contract with any past or present officer, arrangementdirector or employee of CB&T or any CB&T Subsidiary, commitment or understanding (whether written or oral) that is a Material Contractexcept for "at will" arrangements; (ii) any plan or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of CB&T or any CB&T Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of First Franklin CB&T or Franklin Savingsany CB&T Subsidiary; (iiiiv) any agreement which by its terms limits the payment of dividends by First Franklin CB&T or Franklin Savingsany CB&T Subsidiary; (ivv) 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 First Franklin CB&T or Franklin Savings any CB&T Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati advances, bankers’ ' acceptances, “and "treasury tax and loan” " accounts established in the ordinary course of business and transactions in “"federal funds” " or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Merger Effective Closing Date to Cheviot Financial AANB or any Cheviot Financial AANB Subsidiary; (vvi) any contract (other agreement, written or oral, that obligates CB&T or any CB&T Subsidiary for the payment of more than this Agreement) limiting the ability, in any material respect, of First Franklin or Franklin Savings to engage in any type of banking or bank-related business which First Franklin or Franklin Savings is permitted to engage in under applicable law as of the date of this Agreement $100,000 annually; or (vivii) 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 First Franklin CB&T or Franklin Savings any CB&T Subsidiary (it being understood that any Regulatory Agreement or any non-compete or similar provision shall be deemed material). Except as set forth in First Franklin Disclosure Schedule 3.08(b), neither First Franklin nor Franklin Savings is in default in any material respect under any material 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 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.

Material Contracts; Leases; Defaults. (a) 4.9.1 Except as set forth in First Franklin PSBK Disclosure Schedule 3.08(a)4.9.1, and except for this Agreement, and the restrictions on dividend payments promulgated under the rules and regulations of the OTS and the Department, neither First Franklin nor Franklin Savings, nor any Subsidiary, PSBK is not a party to nor subject to, bound by or subject to : (i) any agreementemployment, contractconsulting or severance contract or material arrangement with any past or present officer, arrangementdirector or employee of PSBK, commitment or understanding (whether written or oral) that is a Material Contractexcept for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of PSBK; (iii) any collective bargaining agreement with any labor union relating to employees of First Franklin or Franklin SavingsPSBK; (iiiiv) any agreement which by its terms limits the payment of dividends by First Franklin or Franklin SavingsPSBK; (ivv) 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 First Franklin or Franklin Savings PSBK is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati the Federal Reserve Bank advances, bankers’ acceptances, 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 which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Merger Effective Closing Date to Cheviot Financial FCAL or any Cheviot Financial SubsidiaryFCB; (vvi) except for items listed on PSBK Disclosure Schedule 4.16 and loans and other extensions of credit made by PSBK in the ordinary course of its business, any contract (other agreement, written or oral, that obligates PSBK for the payment of more than this Agreement) limiting $100,000 annually or for the abilitypayment of more than $50,000 over its remaining term, in any material respectwhich is not terminable without cause on 60 days’ or less notice without penalty or payment, of First Franklin or Franklin Savings to engage in any type of banking or bank-related business which First Franklin or Franklin Savings is permitted to engage in under applicable law as of the date of this Agreement or (vivii) 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 First Franklin or Franklin Savings PSBK (it being understood that any Regulatory Agreement or any non-compete or similar provision shall be deemed material). Except as set forth in First Franklin Disclosure Schedule 3.08(b), neither First Franklin nor Franklin Savings is in default in any material respect under any material 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 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.

Material Contracts; Leases; Defaults. (a) 4.8.1. Except as set forth in First Franklin Polonia Disclosure Schedule 3.08(a), and except for this Agreement, and the restrictions on dividend payments promulgated under the rules and regulations of the OTS and the Department4.8.1, neither First Franklin nor Franklin Savings, Polonia nor any Subsidiary, Polonia Subsidiary is a party to, bound by to or subject to to: (ia) any agreementemployment, consulting or severance contract, arrangement“change in control” or termination contract or arrangement with any past or present officer, commitment director, employee or understanding independent contractor of Polonia or any Polonia Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (whether written such as termination or oralchange in control) that is a Material Contractexcept for “at will” arrangements; (iib) any agreement containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality or any other such restrictive covenants applicable to Polonia or any past or present Polonia director or employee; (c) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or independent contractors of Polonia or any Polonia Subsidiary; (d) any collective bargaining agreement with any labor union relating to employees of First Franklin Polonia or Franklin Savingsany Polonia Subsidiary; (iiie) any agreement which by its terms limits the payment of dividends by First Franklin Polonia or Franklin Savingsany Polonia Subsidiary; (ivf) 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 First Franklin Polonia or Franklin Savings any Polonia Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati advances, bankers’ acceptances, 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 which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Merger Effective Closing Date to Cheviot Financial Prudential or any Cheviot Financial Prudential Subsidiary; (vg) any contract other agreement, written or oral, that obligates Polonia or any Polonia Subsidiary for the payment of 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 this Agreement) limiting the abilityagreements for commercially available “off-the-shelf” software), in any material respect, of First Franklin or Franklin Savings to engage in any type of banking or bank-related business which First Franklin or Franklin Savings is permitted to engage in under applicable law as of the date of this Agreement or (vih) 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 First Franklin or Franklin Savings (it being understood that any Regulatory Agreement Polonia or any non-compete or similar provision shall be deemed material). Except as set forth in First Franklin Disclosure Schedule 3.08(b), neither First Franklin nor Franklin Savings is in default in Polonia Subsidiary; (i) any material respect under any material contract, agreementplan or arrangement which provides for payments or benefits in certain circumstances which, commitmenttogether with other payments or benefits payable to any participant therein or party thereto, arrangementwould reasonably be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any agreement or arrangement that is subject to the provisions of 12 C.F.R. Part 359, lease(k) any lease for real property; (l) any contract or arrangement with any broker-dealer or investment adviser; (m) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (n) any contract or arrangement with, insurance policy or membership in, any local clearing house or self-regulatory organization; or (o) any other instrument contract which is material to which it is a party, by which its assets, the business, operations or operations may be bound financial condition of Polonia or affected, or under which it or its 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 defaultPolonia Subsidiary.

Material Contracts; Leases; Defaults. (a) Except as set forth in First Franklin Union Bancshares Disclosure Schedule 3.08(a4.08(a), and except for this Agreement, Union Bancshares and the restrictions on dividend payments promulgated under the rules and regulations of the OTS and the Department, neither First Franklin nor Franklin Savings, nor any Subsidiary, is a party Union Bank are not parties to, bound by or subject to to: (i) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a Material Contract"material contract" within the meaning of Item 601(b)(10) of the SEC's Regulation S-K; (ii) any collective bargaining agreement with any labor union relating to employees of First Franklin Union Bancshares or Franklin SavingsUnion Bank; (iii) any agreement which by its terms limits the payment of dividends by First Franklin Union Bancshares or Franklin SavingsUnion Bank; (iv) 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 First Franklin Union Bancshares or Franklin Savings Union Bank is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati advances, bankers’ ' acceptances, “"treasury tax and loan” " accounts established in the ordinary course of business and transactions in “"federal funds” " or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Merger Effective Date to Cheviot Financial First Guaranty Bancshares or any Cheviot Financial First Guaranty Bancshares Subsidiary; (v) any contract (other than this Agreement) limiting the abilityfreedom, in any material respect, of First Franklin Union Bancshares or Franklin Savings Union Bank to engage in any type of banking or bank-related business which First Franklin Union Bancshares or Franklin Savings Union Bank is permitted to engage in under applicable law as of the date of this Agreement or Agreement; (vi) any agreement providing insurance of any type to Union Bancshares, Union Bank or any of its directors, officers, employees or agents in such capacity; or (other than this Agreement)vii) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by First Franklin Union Bancshares or Franklin Savings Union Bank (it being understood that any Regulatory Agreement or any non-compete or similar provision shall be deemed material). Except The foregoing contracts, agreements, arrangements, commitments or understandings are hereinafter referred to as set forth in First Franklin Disclosure Schedule 3.08(b), neither First Franklin nor Franklin Savings is in default in any material respect under any material 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 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"Material Agreements."