Common use of Customer Relationships Clause in Contracts

Customer Relationships. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SASR, each trust or wealth management customer of SASR or any of its Subsidiaries has been in all material respects originated and serviced (i) in conformity with the applicable policies of SASR and its Subsidiaries, (ii) in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with any instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile and (v) in compliance with all applicable laws and SASR’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. Each contract governing a relationship with a trust or wealth management customer of SASR or any of its Subsidiaries has been duly and validly executed and delivered by SASR and each Subsidiary and, to the knowledge of SASR, the other contracting parties, each such contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by the Enforceability Exceptions, and SASR and its Subsidiaries and, to the knowledge of SASR, the other contracting parties thereto, have duly performed in all material respects their obligations thereunder, and SASR and its Subsidiaries and, to the knowledge of SASR, such other contracting parties are in material compliance with each of the terms thereof. (b) Since January 1, 2021, none of SASR, any of its Subsidiaries or any of their respective directors, officers or employees has committed any material breach of trust or fiduciary duty with respect to any of the accounts maintained on behalf of any trust or wealth management customer of SASR or any of its Subsidiaries. Since January 1, 2021, none of SASR or any of its Subsidiaries has been, and none are currently, engaged in any material dispute with, or subject to material claims by, any such trust or wealth management customer for breach of fiduciary duty or otherwise in connection with any such account.

Customer Relationships. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SASR, each trust or Each wealth management customer of SASR AMNB or any of its Subsidiaries has been originated and serviced, (i) in all material respects originated and serviced (i) respects, in conformity with the applicable policies of SASR AMNB and its Subsidiaries, (ii) in all material respects, in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with any written instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile profile, where applicable, and (v) in all material respects, in compliance with all applicable laws and SASRAMNB’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. . (b) Each contract governing a relationship with a trust or wealth management customer of SASR AMNB or any of its Subsidiaries has been duly and validly executed and delivered by SASR AMNB and each Subsidiary and, to the knowledge of SASRAMNB, the other contracting parties, each such contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by the Enforceability Exceptions, and SASR AMNB and its Subsidiaries have duly performed their obligations thereunder, and AMNB and its Subsidiaries and, to the knowledge of SASR, the other contracting parties thereto, have duly performed in all material respects their obligations thereunder, and SASR and its Subsidiaries and, to the knowledge of SASRAMNB, such other contracting parties are in material compliance with each of the terms thereof. (bc) Since January 1, 2021, none No contract governing a relationship with a wealth management customer of SASRAMNB or any of its Subsidiaries provides for any material reduction of fees charged (or in compensation payable to AMNB or any of its Subsidiaries thereunder) by reason of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement. (d) None of AMNB, any of its Subsidiaries or any of their respective directors, officers or employees has committed any material breach of trust or fiduciary duty with respect to any of the accounts maintained on behalf of any trust or wealth management customer of SASR AMNB or any of its Subsidiaries. Since January 1, 2021, none of SASR or any of its Subsidiaries has been, and none are currently, engaged in any material dispute with, or subject to material claims by, any such trust or wealth management customer for breach of fiduciary duty or otherwise in connection with any such account.

Customer Relationships. (a) Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on SASRUMB, each trust or wealth management customer of SASR UMB or any of its Subsidiaries has been in all material respects originated and serviced (i) in conformity with the applicable policies of SASR UMB and its Subsidiaries, (ii) in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with any the applicable policies of UMB and its Subsidiaries regarding instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile in effect at such time and (v) in compliance with all applicable laws and SASRUMB’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunderthereunder and in effect at such time. Each contract governing a relationship with a trust or wealth management customer of SASR UMB or any of its Subsidiaries has been duly and validly executed and delivered by SASR UMB and each Subsidiary and, to the knowledge of SASRUMB, the other contracting parties, each such contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by the Enforceability Exceptions, and SASR UMB and its Subsidiaries and, to the knowledge of SASRUMB, the other contracting parties thereto, have duly performed in all material respects their obligations thereunder, and SASR UMB and its Subsidiaries and, to the knowledge of SASRUMB, such other contracting parties are in material compliance with each of the terms thereof. (b) Since January 1, 20212022, none of SASRUMB, any of its Subsidiaries or any of their respective directors, officers or employees has committed any material breach of trust or fiduciary duty with respect to any of the accounts maintained on behalf of any trust or wealth management customer of SASR UMB or any of its Subsidiaries. Since January 1, 20212022, none of SASR UMB or any of its Subsidiaries has been, and none are currently, engaged in any material dispute with, or subject to material claims by, any such trust or wealth management customer for breach of fiduciary duty or otherwise in connection with any such account.

Customer Relationships. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SASR, each Each trust or wealth management customer of SASR the Company or any of its Subsidiaries has been in all material respects originated and serviced (i) in conformity with the applicable policies of SASR the Company and its Subsidiaries, (ii) in accordance with the terms of any applicable contract Contract governing the relationship with such customer, (iii) in accordance with any instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile and (v) in compliance with all applicable laws Laws and SASRthe Company’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. Each contract Contract governing a relationship with a trust or wealth management customer of SASR the Company or any of its Subsidiaries has been duly and validly executed and delivered by SASR the Company and each Subsidiary and, to the knowledge Knowledge of SASRthe Company, the other contracting parties, each such contract Contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by (A) the Enforceability Exceptionseffect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless whether considered in a proceeding in equity or at law, and SASR the Company and its Subsidiaries and, to the knowledge of SASR, and the other contracting parties thereto, thereto have duly performed in all material respects their obligations thereunder, and SASR the Company and its Subsidiaries and, to the knowledge Knowledge of SASRthe Company, such other contracting parties are in material compliance with each of the terms thereof. (b) Since January 1, 2021, none No Contract governing a relationship with a trust or wealth management customer of SASRthe Company or any of its Subsidiaries provides for any material reduction of fees charged (or in compensation payable to the Company or any of its Subsidiaries thereunder) by reason of this Agreement or the consummation of the Merger or the other transactions contemplated hereby. (c) (i) None of the Company, any of its Subsidiaries or any of their respective directors, officers or employees has committed is, except in their personal or individual capacity, the beneficial owner of any material breach of trust or fiduciary duty with respect to interest in any of the accounts maintained on behalf of any trust or wealth management customer of SASR or any of its Subsidiaries. Since January 1, 2021, none of SASR the Company or any of its Subsidiaries has beenand (ii) none of the directors, officers and none are currently, engaged in employees of the Company or any material dispute withof its Subsidiaries is a party to any Contract pursuant to which it is obligated to provide service to, or subject to material claims byreceive compensation or benefits from, any such of the trust or wealth management customers of the Company or any of its Subsidiaries after the Closing Date. (d) Each account opening document, margin account agreement, any advisory contract and customer disclosure statement with respect to any trust or wealth management customer for breach of fiduciary duty the Company or otherwise any of its Subsidiaries conforms in connection with any all material respects to the forms made available to Parent prior to the date hereof. (e) All other books and records primarily related to the trust or wealth management businesses of each of the Company and each of its Subsidiaries include documented risk profiles signed by each such accountcustomer.

Customer Relationships. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SASR, each Each trust or wealth management customer of SASR the Company or any of its Subsidiaries has been in all material respects originated and serviced (i) in conformity with the applicable policies of SASR the Company and its Subsidiaries, (ii) in accordance with the terms of any applicable contract Contract governing the relationship with such customer, (iii) in accordance with any instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile and (v) in compliance with all applicable laws Laws and SASRthe Company’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. Each contract Contract governing a relationship with a trust or wealth management customer of SASR the Company or any of its Subsidiaries has been duly and validly executed and delivered by SASR the Company and each Subsidiary and, to the knowledge Knowledge of SASRthe Company, the other contracting parties, each such contract Contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by (x) the Enforceability Exceptionseffect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally or (y) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless whether considered in a proceeding in equity or at law, and SASR the Company and its Subsidiaries and, to the knowledge of SASR, and the other contracting parties thereto, thereto have duly performed in all material respects their obligations thereunder, and SASR the Company and its Subsidiaries and, to the knowledge Knowledge of SASRthe Company, such other contracting parties are in material compliance with each of the terms thereof. (b) Since January 1, 2021, none No Contract governing a relationship with a trust or wealth management customer of SASR, the Company or any of its Subsidiaries provides for any material reduction of fees charged (or in compensation payable to the Company or any of its Subsidiaries thereunder) by reason of this Agreement or the consummation of the Merger or the other transactions contemplated hereby. (c) (A) None of the Company or any of its Subsidiaries or any of their respective directors, officers or employees has committed is the beneficial owner of any material breach of trust or fiduciary duty with respect to interest in any of the accounts maintained on behalf of any trust or wealth management customer of SASR or any of its Subsidiaries. Since January 1, 2021, none of SASR the Company or any of its Subsidiaries has beenand (B) none of the directors, officers and none are currently, engaged in employees of the Company or any material dispute withof its Subsidiaries is a party to any Contract pursuant to which it is obligated to provide service to, or subject to material claims byreceive compensation or benefits from, any such of the trust or wealth management customers of the Company or any of its Subsidiaries after the Closing Date. (d) Each account opening document, margin account agreement, any advisory contract and customer disclosure statement with respect to any trust or wealth management customer for breach of fiduciary duty the Company or otherwise any of its Subsidiaries conforms in connection with any all material respects to the forms made available to Parent prior to the Closing Date. (e) All other books and records primarily related to the trust or wealth management businesses of each of the Company and each of its Subsidiaries include documented risk profiles signed by each such accountcustomer.

Customer Relationships. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SASR, each Each trust or wealth management customer of SASR Company or any of its Subsidiaries has been in all material respects originated and serviced (iA) in conformity with the applicable policies of SASR Company and its Subsidiaries, (iiB) in accordance with the terms of any applicable contract Contract governing the relationship with such customer, (iiiC) in accordance with any instructions received from such customers and their authorized representatives and authorized signers, (ivD) consistent with each customer’s risk profile and (vE) in compliance with all applicable laws Laws and SASRCompany’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. Each contract Contract governing a relationship with a trust or wealth management customer of SASR Company or any of its Subsidiaries has been duly and validly executed and delivered by SASR Company and each Subsidiary and, to the knowledge Knowledge of SASRCompany, the other contracting parties, each such contract Contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by (i) the Enforceability Exceptionseffect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law, and SASR Company and its Subsidiaries and, to the knowledge of SASR, and the other contracting parties thereto, thereto have duly performed in all material respects their obligations thereunder, thereunder and SASR Company and its Subsidiaries and, to the knowledge Knowledge of SASRCompany, such other contracting parties are person is in material compliance with each of the terms thereof. (b) Since January 1, 2021, none No Contract governing a relationship with a trust or wealth management customer of SASRCompany or any of its Subsidiaries provides for any material reduction of fees charged (or in compensation payable to Company or any of its Subsidiaries thereunder) by reason of this Agreement or the consummation of the Merger or the other transactions contemplated hereby. (c) (A) None of Company, any of its Subsidiaries or any of their respective directors, officers or employees has committed is the beneficial owner of any material breach of trust or fiduciary duty with respect to interest in any of the accounts maintained on behalf of any trust or wealth management customer of SASR or any of its Subsidiaries. Since January 1, 2021, none of SASR Company or any of its Subsidiaries has beenand (B) none of the directors, officers and none are currently, engaged in employees of Company or any material dispute withof its Subsidiaries is a party to any Contract pursuant to which it is obligated to provide service to, or subject to material claims byreceive compensation or benefits from, any such of the trust or wealth management customers of Company or any of its Subsidiaries after the Closing Date. (d) Each account opening document, margin account agreement, Advisory Contract and customer disclosure statement with respect to any trust or wealth management customer for breach of fiduciary duty Company or otherwise any of its Subsidiaries conforms in connection with any all material respects to the forms made available to Parent prior to the Closing Date. (e) All other books and records primarily related to the trust and wealth management businesses of each of Company and each of its Subsidiaries include documented risk profiles signed by each such accountcustomer.

Customer Relationships. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SASRthe Company, each trust or wealth management customer of SASR the Company or any of its Subsidiaries has been in all material respects originated and serviced (i) in conformity with the applicable policies of SASR the Company and its Subsidiaries, (ii) in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with any instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile and (v) in compliance with all applicable laws and SASRthe Company’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. Each Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, each contract governing a relationship with a trust or wealth management customer of SASR the Company or any of its Subsidiaries has been duly and validly executed and delivered by SASR the Company and each Subsidiary of its Subsidiaries and, to the knowledge Knowledge of SASRthe Company, the other contracting parties, each such contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by the Enforceability Exceptions, and SASR the Company and its Subsidiaries and the other contracting parties thereto have duly performed their obligations thereunder, and the Company and its Subsidiaries and, to the knowledge Knowledge of SASR, the other contracting parties thereto, have duly performed in all material respects their obligations thereunder, and SASR and its Subsidiaries and, to the knowledge of SASRCompany, such other contracting parties are in material compliance with each of the terms thereof. (b) Since January 1, 2021, none No material contract governing a relationship with a trust customer of SASR, the Company or any of its Subsidiaries provides for any material reduction of fees charged (or in compensation payable to the Company or any of its Subsidiaries thereunder) by reason of this Agreement or the consummation of the Merger or the other transactions contemplated hereby. (c) None of the Company or any of its Subsidiaries or any of their respective directors, officers or employees has committed is the beneficial owner of any material breach of trust or fiduciary duty with respect to interest in any of the accounts maintained on behalf of any trust or wealth management customer of SASR or any of its Subsidiaries. Since January 1, 2021, none of SASR the Company or any of its Subsidiaries has been, and none are currentlyof the directors, engaged in officers and employees of the Company or any material dispute withof its Subsidiaries is a party to any contract pursuant to which it is obligated to provide service to, or subject to material claims byreceive compensation or benefits from, any of the trust customers of the Company or any of its Subsidiaries after the Closing. (d) Each account opening document, margin account agreement, any advisory contract and customer disclosure statement with respect to any trust customer of the Company or any of its Subsidiaries conforms to the forms made available to Parent prior to the date hereof, except where such inconsistences would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company. (e) All other books and records primarily related to the trust business of each of the Company and each of its Subsidiaries include documented risk profiles signed by each such customer, except where such failures to include such a profile would not, individually or wealth management customer for breach of fiduciary duty or otherwise in connection with any such accountthe aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

Customer Relationships. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SASRParent, each trust or wealth management customer of SASR Parent or any of its Subsidiaries has been in all material respects originated and serviced (i) in conformity with the applicable policies of SASR Parent and its Subsidiaries, (ii) in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with any instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile and (v) in compliance with all applicable laws and SASRParent’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. Each Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, each contract governing a relationship with a trust or wealth management customer of SASR Parent or any of its Subsidiaries has been duly and validly executed and delivered by SASR Parent and each Subsidiary of its Subsidiaries and, to the knowledge of SASRParent, the other contracting parties, each such contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by the Enforceability Exceptions, and SASR Parent and its Subsidiaries and, to the knowledge of SASR, and the other contracting parties thereto, thereto have duly performed in all material respects their obligations thereunder, and SASR Parent and its Subsidiaries and, to the knowledge of SASRParent, such other contracting parties are in material compliance with each of the terms thereof. (b) Since January 1, 2021, none No material contract governing a relationship with a trust customer of SASR, Parent or any of its Subsidiaries provides for any material reduction of fees charged (or in compensation payable to Parent or any of its Subsidiaries thereunder) by reason of this Agreement or the consummation of the Merger or the other transactions contemplated hereby. (c) None of Parent or any of its Subsidiaries or any of their respective directors, officers or employees has committed is the beneficial owner of any material breach of trust or fiduciary duty with respect to interest in any of the accounts maintained on behalf of any trust or wealth management customer of SASR or any of its Subsidiaries. Since January 1, 2021, none of SASR Parent or any of its Subsidiaries has been, and none are currentlyof the directors, engaged in officers and employees of Parent or any material dispute withof its Subsidiaries is a party to any contract pursuant to which it is obligated to provide service to, or subject to material claims byreceive compensation or benefits from, any such of the trust customers of Parent or wealth management customer for breach any of fiduciary duty or otherwise in connection with any such accountits Subsidiaries after the Closing.

Customer Relationships. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SASRParent, each trust or wealth management customer of SASR Parent or any of its Subsidiaries has been in all material respects originated and serviced (i) in conformity with the applicable policies of SASR Parent and its Subsidiaries, (ii) in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with any instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile and (v) in compliance with all applicable laws and SASRParent’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. Each Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, each contract governing a relationship with a trust or wealth management customer of SASR Parent or any of its Subsidiaries has been duly and validly executed and delivered by SASR Parent and each Subsidiary of its Subsidiaries and, to the knowledge of SASRParent, the other contracting parties, each such contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by the Enforceability Exceptions, and SASR Parent and its Subsidiaries and, to the knowledge of SASR, and the other contracting parties thereto, thereto have duly performed in all material respects their obligations thereunder, and SASR Parent and its Subsidiaries and, to the knowledge of SASRParent, such other contracting parties are in material compliance with each of the terms thereof. (b) Since January 1, 2021, none No material contract governing a relationship with a trust customer of SASR, Parent or any of its Subsidiaries provides for any material reduction of fees charged (or in compensation payable to Parent or any of its Subsidiaries thereunder) by reason of this Agreement or the consummation of the Merger or the other transactions contemplated hereby. (c) None of Parent or any of its Subsidiaries or any of their respective directors, officers or employees has committed is the beneficial owner of any material breach of trust or fiduciary duty with respect to interest in any of the accounts maintained on behalf of any trust or wealth management customer of SASR or any of its Subsidiaries. Since January 1, 2021, none of SASR Parent or any of its Subsidiaries has been, and none are currentlyof the directors, engaged in officers and employees of Parent or any material dispute withof its Subsidiaries is a party to any contract pursuant to which it is obligated to provide service to, or subject to material claims byreceive compensation or benefits from, any such of the trust customers of Parent or wealth management customer for breach any of fiduciary duty or otherwise in connection with any such accountits Subsidiaries after the Closing.