Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in FSBI DISCLOSURE SCHEDULE 4.9.1, neither FSBI nor any FSBI Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract with any past or present officer, director or employee of FSBI or any FSBI Subsidiary, except 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 FSBI or any FSBI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of FSBI or any FSBI Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by FSBI or any FSBI 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 FSBI or any FSBI Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB 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 PFS or any PFS Subsidiary; (vi) any other agreement, written or oral, that obligates FSBI or any FSBI Subsidiary for the payment of more than $100,000 annually; or (vii) 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 FSBI or any FSBI Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).
Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in SBBX Disclosure Schedule 4.8.1, neither SBBX nor any SBBX Subsidiary is a party to or subject to: (i) any employment agreement, change in control agreement, consulting or severance agreement with any past (but only to the extent obligations of SBBX or any SBBX Subsidiary remain outstanding thereunder) or present officer or director of SBBX or any SBBX Subsidiary, except for “at will” arrangements; (ii) any collective bargaining agreement with any labor union relating to employees of SBBX or any SBBX Subsidiary; (iii) any agreement which by its terms limits the payment of dividends by SBBX or any SBBX Subsidiary; (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 SBBX or any SBBX Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, 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 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 PFS, Provident Bank or any PFS Subsidiary; (v) any other agreement, written or oral, that obligates SBBX or any SBBX 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, (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors or (viii) any agreement (other than this Agreement), contract, arrangement, commitme...
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, licenso...
Material Contracts; Leases; Defaults. (a) Except as set forth in Schedule 5.8(a), neither Juniata nor any Juniata 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 Juniata or any Juniata Subsidiary, except for “at will” arrangements; (ii) any plan, 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 Juniata or any Juniata Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Juniata or any Juniata Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Juniata or any Juniata 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 Juniata or any Juniata Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, 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 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) that would be applicable on or after the Closing Date to any Person; (vi) any other agreement, written or oral, that obligates Juniata or any Juniata Subsidiary for the payment of more than $150,000 annually or for the payment of more than $500,000 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), or (vii) 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 Juniata or any Juniata 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. (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 bou...
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. Except as set forth in RBPI Disclosure Schedule 4.8.1, neither RBPI nor any RBPI Subsidiary is a party to, bound by or subject to any agreement, contract, instrument, plan, arrangement, commitment or understanding (whether written or oral): (a) with respect to the employment, consulting, severance, retention, “change in control” or termination of any past or present officer, director, manager, member, partner, employee or independent contractor of RBPI or any RBPI 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 (such as termination or change in control), except for “at will” arrangements; (b) containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, or otherwise restricting or limiting the conduct of business by RBPI or any RBPI Subsidiary (other than this Agreement), or granting any right of first refusal, right of first offer or similar right with respect to material assets of RBPI or any RBPI Subsidiary or limiting (or purporting to limit) the ability of RBPI or any RBPI Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; (c) providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, managers, members, partners, employees or independent contractors of RBPI or any RBPI Subsidiary; (d) with any labor union relating to employees of RBPI or any RBPI Subsidiary; (e) which by its terms limits the payment of dividends by RBPI or any RBPI Subsidiary; (f) evidencing or related to 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 RBPI or any RBPI Subsidiary is an obligor to any person, except those which evidence or relate to indebtedness other than deposits, 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; (g) containing 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 BMBC or any BMBC ...
Material Contracts; Leases; Defaults. (a) Except for this Agreement, and those agreements and other documents filed as exhibits to Innes Street's Securities Documents, neither Innes Street nor Citizens Bank is a party to, bound by or subject to (i) agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a "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 Innes Street or Citizens Bank; (iii) any agreement which by its terms limits the payment of dividends by Innes Street or Citizens 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 Innes Street or Citizens Bank is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Atlanta 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 Xxxxxx Bancorp or any Xxxxxx Bancorp Subsidiary; (v) any contract (other than this Agreement) limiting the freedom, in any material respect, of Innes Street or Citizens Bank to engage in any type of banking or bank-related business which Innes Street or Citizens 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 Innes Street or Citizens Bank (it being understood that any non-compete or similar provision shall be deemed material).
Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in Colonial Financial DISCLOSURE SCHEDULE 4.9.1, neither Colonial Financial nor any Colonial Financial Subsidiary is a party to or subject to: (i) any agreement which by its terms limits the payment of dividends by Colonial Financial or any Colonial Financial Subsidiary; (ii) any collective bargaining agreement with any labor union relating to employees of Colonial Financial or any Colonial Financial 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 Colonial Financial or any Colonial Financial Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB 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 Cape Bancorp or any Cape Bancorp Subsidiary; (iv) any other agreement, written or oral, that obligates Colonial Financial or any Colonial Financial 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 Colonial Financial or any Colonial Financial Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).
Material Contracts; Leases; Defaults. 4.9.1 Except for the FENB Compensation and Benefit Plans and as set forth in FENB Disclosure Schedule 4.9.1, FENB is not a party to nor is FENB subject to:
