Common use of Commitments and Contracts Clause in Contracts

Commitments and Contracts. The Company has Previously Disclosed or provided to the Investor or its representatives true, correct and complete copies of each of the following to which the Company or the Bank is a party or subject as of the date of this Agreement (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those that are terminable at will by the Company or the Bank); (2) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director, employee or consultant; (3) any material labor contract or agreement with any labor union; (4) any contract containing covenants that limit the ability of the Company or the Bank to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or the Bank may carry on its business (other than as may be required by law or applicable regulatory authorities); (5) any joint venture, partnership, strategic alliance or other similar contract (including any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity obligations of the Company or the Bank; (6) any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the Bank; (7) any contract relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $25,000, except for those issued in the ordinary course of business; (8) any real property lease and any other lease with annual rental payments aggregating $25,000 or more; (9) any material agreement, contract or understanding with any current or former director, officer, employee, consultant, financial adviser, broker, dealer, or agent providing for any rights of indemnification in favor of such person or entity, except for those entered into in the ordinary course of business; and (10) any other agreement material to the business of the Company or the Bank. Each of the Company Significant Agreements is valid and binding on the Company and the Bank, as applicable, and in full force and effect. The Company and the Bank, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor the Bank knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. To the Company’s knowledge, as of the date of this Agreement, there are no material transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions between the Company or the Bank, on the one hand, and the Company, any current or former director or executive officer of the Company or the Bank or any person who Beneficially Owns 5% or more of the Common Shares (or any of such person’s immediate family members or Affiliates) (other than the Bank), on the other hand.

Commitments and Contracts. The Company has Previously Disclosed or provided to the Investor Investors or its their representatives true, correct and complete copies of each of the following to which the Company or the Bank any Company Subsidiary is a party or subject as of the date of this Agreement (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those that are terminable at will by the Company or the Banksuch Company Subsidiary); (2) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director, employee or consultant; (3) any material labor contract or agreement with any labor union; (4) any contract containing covenants that limit the ability of the Company or the Bank any Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or the Bank any Company Subsidiary may carry on its business (other than as may be required by law or applicable regulatory authorities); (5) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (6) any joint venture, partnership, strategic alliance or other similar contract (including any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity obligations of the Company or any of the BankCompany Subsidiaries; (67) any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the BankCompany Subsidiaries; (7) 8) any contract relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $25,0002,000,000, except for those issued in the ordinary course of business; (8) 9) any real property lease and any other lease with annual rental payments aggregating $25,000 1,000,000 or more;; and (910) any material agreement, contract or understanding with any current or former director, officer, employee, consultant, financial adviser, broker, dealer, or agent providing for any rights of indemnification in favor of such person or entity, except for those entered into in the ordinary course of business; and (10) any other agreement material to the business of the Company or the Bank. Each of the Company Significant Agreements is valid and binding on the Company and the BankCompany Subsidiaries, as applicable, and in full force and effect. The Company and each of the BankCompany Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Bank Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. To the Company’s knowledge, as of the date of this Agreement, there are no material transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions between the Company or the Bankany Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or the Bank any Company Subsidiaries or any person who Beneficially Owns 5% or more of the Common Shares (or any of such person’s immediate family members or Affiliates) (other than the BankCompany Subsidiaries), on the other hand.

Commitments and Contracts. The Company has Previously Disclosed or provided to the Investor or its representatives true, correct and complete copies of each of the following to which the Company or the Bank is a party or subject as of the date of this Agreement (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those that are terminable at will by the Company or the Bank); (2) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director, employee or consultant; (3) any material labor contract or agreement with any labor union; (4) any contract containing covenants that limit the ability of the Company or the Bank to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or the Bank may carry on its business (other than as may be required by law or applicable regulatory authorities); (5) any joint venture, partnership, strategic alliance or other similar contract (including any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity obligations of the Company or the Bank; (6) any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the Bank; (7) any contract relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $25,000, except for those issued in the ordinary course of business; (8) any real property lease and any other lease with annual rental payments aggregating $25,000 or more; (9) any material agreement, contract or understanding with any current or former director, officer, employee, consultant, financial adviser, broker, dealer, or agent providing for any rights of indemnification in favor of such person or entity, except for those entered into in the ordinary course of business; and (10) any other agreement material to the business of the Company or the Bank. Each of the Company Significant Agreements is valid and binding on the Company and the Bank, as applicable, and in full force and effect. The Company and the Bank, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor the Bank knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. To the Company’s knowledge, as of the date of this Agreement, there are no material transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions between the Company or the Bank, on the one hand, and the Company, any current or former director or executive officer of the Company or the Bank or any person who Beneficially Owns 5% or more of the Common Shares outstanding capital stock of the Company (or any of such person’s immediate family members or Affiliates) (other than the Bank), on the other hand.

Commitments and Contracts. The Company has Previously Disclosed or provided to the Investor or its representatives true, correct and complete copies of each of the following to which the Company or the Bank any Company Subsidiary is a party or subject as of the date of this Agreement (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those that are terminable at will by the Company or the Banksuch Company Subsidiary); (2) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director, employee or consultant; (3) any material labor contract or agreement with any labor union; (4) any contract containing covenants that limit the ability of the Company or the Bank any Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or the Bank any Company Subsidiary may carry on its business (other than as may be required by law or applicable regulatory authorities); (5) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (6) any joint venture, partnership, strategic alliance or other similar contract (including any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity obligations of the Company or any of the BankCompany Subsidiaries; (67) any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the BankCompany Subsidiaries; (7) 8) any contract relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $25,0002,000,000, except for those issued in the ordinary course of business; (8) 9) any real property lease and any other lease with annual rental payments aggregating $25,000 1,000,000 or more;; and (910) any material agreement, contract or understanding with any current or former director, officer, employee, consultant, financial adviser, broker, dealer, or agent providing for any rights of indemnification in favor of such person or entity, except for those entered into in the ordinary course of business; and (10) any other agreement material to the business of the Company or the Bank. Each of the Company Significant Agreements is valid and binding on the Company and the BankCompany Subsidiaries, as applicable, and in full force and effect. The Company and each of the BankCompany Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Bank Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. To the Company’s knowledge, as of the date of this Agreement, there are no material transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions between the Company or the Bankany Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or the Bank any Company Subsidiaries or any person who Beneficially Owns 5% or more of the Common Shares (or any of such person’s immediate family members or Affiliates) (other than the BankCompany Subsidiaries), on the other hand.

Commitments and Contracts. The Company has Previously Disclosed or provided to the each Anchor Investor or its representatives true, correct and complete copies of each of the following to which the Company or the Bank any Company Subsidiary is a party or subject as of the date of this Agreement hereof (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (2) any contract containing covenants that limit the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary may carry on its business (other than as may be required by Law or applicable regulatory authorities); (3) any contract or agreement which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (4) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including continuing indemnity or registration obligations, of the Company or any of the Company Subsidiaries; (5) any contract pursuant to which any benefit thereunder would be accelerated or increased or any of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby; (6) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those that are terminable at will by the Company or the Banksuch Company Subsidiary); (27) any material deposit agreement with an institutional customer; (8) any contracts with related parties or Affiliates (excluding any contracts among the Company and/or any wholly-owned Company Subsidiaries); (9) any contract that is an indenture, credit agreement, letter of credit, loan agreement, security agreement, guarantee, note, mortgage or other evidence of indebtedness under which the Company or any Company Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume, or guarantee) indebtedness in excess of $1,000,000; (10) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director, employee or consultant; (3) any material labor contract or agreement with any labor union; (4) any contract containing covenants that limit the ability of the Company or the Bank to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or the Bank may carry on its business (other than as may be required by law or applicable regulatory authorities); (511) any joint venture, partnership, strategic alliance or other similar contract (including any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity obligations of the Company or the Bankcontract; (612) any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the BankCompany Subsidiaries; (713) any contract relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $25,000, except for those issued in the ordinary course of business; (8) any real property lease and any or other lease with which, in the case of any single lease, involves annual rental payments aggregating $25,000 1,000,000 or more; (914) any material settlement, conciliation or similar agreement, contract or understanding with any current or former director, officer, employee, consultant, financial adviser, broker, dealer, or agent providing for any rights the performance of indemnification which will involve payment after the Closing Date of consideration in favor excess of such person or entity, except for those entered into in the ordinary course of business$100,000; and (1015) any other agreement contract that concerns any material to the business hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking. Section 2.2(l) of the Company or the BankDisclosure Letter lists each Company Significant Agreement other than those that have been Previously Disclosed. Each of the Company Significant Agreements Agreement (i) is legal, valid and binding on the Company and the BankCompany Subsidiaries which are a party to such contract, as applicable(ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effecteffect on identical terms following the consummation of the transactions contemplated by the this Agreement. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s knowledge, any other party thereto is in default under any Company Significant Agreement. No benefits under any Company Significant Agreement will be increased, and no vesting of any benefits under any Company Significant Agreement will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, nor will the value of any of the benefits under any Company Significant Agreement be calculated on the basis of any of the transactions contemplated by this Agreement. The Company and the BankCompany Subsidiaries, as applicableand to the knowledge of the Company, are each of the other parties thereto, have performed in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement. Neither , and to the Company nor knowledge of the Bank knows ofCompany, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has received notice of, repudiated any material violation or default (or any condition which with the passage provision of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreementcontract. To the Company’s knowledge, as As of the date of this Agreement, there are no material transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions between party to a Company Significant Agreement has provided notice to the Company or any Company Subsidiary that it intends to terminate a Company Significant Agreement, or not renew such agreement at the Bank, on the one hand, and the Company, any current or former director or executive officer expiration of the Company or the Bank or any person who Beneficially Owns 5% or more of the Common Shares (or any of such person’s immediate family members or Affiliates) (other than the Bank), on the other handcurrent term.

Commitments and Contracts. The If the Company is a party to a Confidentiality Agreement with the Investor, the Company has Previously Disclosed or provided made available to the Investor or its representatives true, correct and complete copies of each of the following to which the Company or the Bank a Company Subsidiary is a party or subject to as of the date of this Agreement (whether written or oral, express or implied) (each, a “Company Significant Agreement”):) other than the Company Significant Agreements that the Company is prohibited from providing to the Investor by law or regulation or under orders of or agreements with applicable regulatory authorities: (1i) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those that are terminable at will by the Company or the Banksuch Company Subsidiary); (2ii) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director, employee or consultant; (3iii) any material labor contract or agreement with any labor union; (4iv) any contract containing covenants that limit the ability of the Company or the Bank any Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or the Bank any Company Subsidiary may carry on its business (other than as may be required by law or applicable regulatory authorities); (5v) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (vi) any joint venture, partnership, strategic alliance or other similar contract (including any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity obligations of the Company or any of the BankCompany Subsidiaries; (6vii) any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the BankCompany Subsidiaries; (7viii) any contract relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $25,0002,000,000, except for those issued in the ordinary course of business; (8) ix) any real property lease and any other lease with annual rental payments aggregating $25,000 1,000,000 or more;; and (9x) any material agreement, contract or understanding with any current or former director, officer, employee, consultant, financial adviser, broker, dealer, or agent providing for any rights of indemnification in favor of such person or entity, except for those entered into in the ordinary course of business; and (10) any other agreement material to the business of the Company or the Bank. Each of the Company Significant Agreements is valid and binding on the Company and the BankCompany Subsidiaries, as applicable, and in full force and effect. The Company and each of the BankCompany Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Bank Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. To the Company’s knowledge, as of the date of this Agreement, there are no material transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions between the Company or the Bankany Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or the Bank any Company Subsidiaries or any person who Beneficially Owns 5% or more of the Common Shares (or any of such person’s immediate family members or Affiliates) (other than the BankCompany Subsidiaries), on the other hand.