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

Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in Premier Disclosure Schedule 4.8.1, neither Premier nor any Premier Subsidiary is a party to or subject to: (i) any agreement which by its terms limits the payment of dividends by Premier or any Premier Subsidiary; (ii) any collective bargaining agreement with any labor union relating to employees of Premier or any Premier Subsidiary; (iii) 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 Premier or any Premier Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB of Dallas advances, repurchase agreements, 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 Closing Date to First Guaranty or any First Guaranty Subsidiary; (iv) any other agreement, written or, to Premier's Knowledge, oral, that obligates Premier or any Premier Subsidiary for the payment of more than $25,000 annually or 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; or (v) 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 Premier or any Premier Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.8.1. (a) Except as set forth in Premier Target Disclosure Schedule 4.8.13.08(a), neither Premier Target nor any Premier Target Subsidiary is a party to or subject to: (i) any agreement which by its terms limits the payment of dividends by Premier Target or any Premier Target Subsidiary; (ii) any collective bargaining agreement with any labor union relating to employees of Premier or any Premier Subsidiary; (iii) 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 Premier Target or any Premier Target Subsidiary is an obligor to any person, which instrument evidences or relates to such indebtedness other than deposits, FHLB of Dallas advances, repurchase agreements, FHLB 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 Closing Date to First Guaranty Investors Bancorp or any First Guaranty Investors Bancorp Subsidiary; (iviii) any other agreement, written or, to Premier's Knowledge, or oral, that obligates Premier Target or any Premier Target Subsidiary for the payment of more than $25,000 annually or 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; payment (other than agreements for commercially available “off-the- shelf” software), or (viv) 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 Premier Target or any Premier Target Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. 4.8.1. (a) Except as set forth in Premier Xxxxxxxx Federal Disclosure Schedule 4.8.13.08(a), neither Premier nor any Premier Subsidiary Xxxxxxxx Federal is not a party to or subject to: (i) any agreement which by its terms limits the payment of dividends by Premier or any Premier SubsidiaryXxxxxxxx Federal; (ii) any collective bargaining agreement with any labor union relating to employees of Premier or any Premier Subsidiary; (iii) 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 Premier or any Premier Subsidiary Xxxxxxxx Federal is an obligor to any person, which instrument evidences or relates to such indebtedness other than deposits, FHLB of Dallas advances, repurchase agreements, FHLB 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 Closing Date to First Guaranty or any First Guaranty Subsidiarythe Oconee Parties; (iviii) any other agreement, written or, to Premier's Knowledge, or oral, that obligates Premier or any Premier Subsidiary Xxxxxxxx Federal for the payment of more than $25,000 annually or 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; payment (other than agreements for commercially available “off-the- shelf” software), or (viv) 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 Premier or any Premier Subsidiary Xxxxxxxx Federal (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. 4.8.1. (a) Except as set forth in Premier UA Bank Disclosure Schedule 4.8.13.08(a), neither Premier nor any Premier Subsidiary UA Bank is not a party to or subject to: (i) any agreement which by its terms limits the payment of dividends by Premier or any Premier SubsidiaryUA Bank; (ii) any collective bargaining agreement with any labor union relating to employees of Premier or any Premier Subsidiary; (iii) 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 Premier or any Premier Subsidiary UA Bank is an obligor to any person, which instrument evidences or relates to such indebtedness other than deposits, FHLB of Dallas advances, repurchase agreements, FHLB 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 Closing Date to First Guaranty Emclaire or any First Guaranty Emclaire Subsidiary; (iviii) any other agreement, written or, to Premier's Knowledge, or oral, that obligates Premier or any Premier Subsidiary UA Bank for the payment of more than $25,000 10,000 annually or for the payment of more than $50,000 25,000 over its remaining term, which is not terminable without cause on 60 days' ’ or less notice without penalty or payment; payment (other than agreements for commercially available “off-the-shelf” software), or (viv) 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 Premier or any Premier Subsidiary UA Bank (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

Material Contracts; Leases; Defaults. 4.8.14.9.1. Except as set forth in Premier Disclosure Schedule 4.8.1TCB DISCLOSURE SCHEDULE 4.9.1, neither Premier TCB nor any Premier TCB Subsidiary is a party to or subject to: (i) any agreement which by its terms limits the payment of dividends by Premier TCB or any Premier TCB Subsidiary; (ii) any collective bargaining agreement with any labor union relating to employees of Premier TCB or any Premier Subsidiary; TCB Subsidiary (iii) 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 Premier TCB or any Premier TCB Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB of Dallas advances, repurchase agreements, 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 Closing Date to First Guaranty PFS or any First Guaranty PFS Subsidiary; (iv) any other agreement, written or, to Premier's Knowledge, or oral, that obligates Premier TCB or any Premier TCB Subsidiary for the payment of more than $25,000 annually or 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; or (v) 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 Premier TCB or any Premier TCB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.8.1. (a) Except as set forth in Premier Seller Disclosure Schedule 4.8.13.08(a), neither Premier Seller nor any Premier Seller Subsidiary is a party to or subject to: (i) any agreement which by its terms limits the payment of dividends by Premier Seller or any Premier Seller Subsidiary; (ii) any collective bargaining agreement with any labor union relating to employees of Premier or any Premier Subsidiary; (iii) 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 Premier Seller or any Premier Seller Subsidiary is an obligor to any person, which instrument evidences or relates to such indebtedness other than deposits, FHLB of Dallas advances, repurchase agreements, FHLB 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 Closing Date to First Guaranty Buyer or any First Guaranty Buyer Subsidiary; (iviii) any other agreement, written or, to Premier's Knowledge, or oral, that obligates Premier Seller or any Premier Seller Subsidiary for the payment of more than $25,000 10,000 annually or for the payment of more than $50,000 25,000 over its remaining term, which is not terminable without cause on 60 days' ’ or less notice without penalty or payment; payment (other than agreements for commercially available “off-the-shelf” software), or (viv) 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 Premier Seller or any Premier Seller Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).