Common use of Definitive Agreement Clause in Contracts

Definitive Agreement. Sandler O'Nexxx xxx the Bank agree that (a) except as set forth in clause (b), the foregoing represents the general intention of the Bank and Sandler O'Nexxx xxxh respect to the services to be provided by Sandler O'Nexxx xx connection with the Offerings, which will serve as a basis for Sandler O'Nexxx xxxmencing activities, and (b) the only legal and binding obligations of the Bank, the Holding Company and Sandler O'Nexxx xxxh respect to the subject matter hereof shall be (1) the Bank's obligation to reimburse costs and expenses pursuant to the section captioned "Costs and Expenses," (2) those set forth under the captions "Confidentiality" and "Indemnification," and (3) as set forth in a duly negotiated and executed definitive Agency Agreement to be entered into prior to the commencement of the Subscription Offering relating to the services of Sandler O'Nexxx xx connection with the Offerings. Such 15 Bay State Federal Savings Bank September 9, 1997 Page 7 Agency Agreement shall be in form and content satisfactory to Sandler O'Nexxx, xxe Bank and the Holding Company and their respective counsel and shall contain standard indemnification provisions consistent herewith. Sandler O'Nexxx'x xxxcution of such Agency Agreement shall also be subject to (i) Sandler O'Nexxx'x xxxisfaction with its investigation of the Bank's business, financial condition and results of operations, (ii) preparation of offering materials that are satisfactory to Sandler O'Nexxx xxx its counsel, (iii) compliance with all relevant legal and regulatory requirements to the reasonable satisfaction of Sandler O'Nexxx'x xxxnsel, (iv) agreement that the price established by the independent appraiser is reasonable and (v) market conditions at the time of the proposed offering. Sandler O'Nexxx xxx terminate this agreement if such Agency Agreement is not entered into prior to June 30, 1998.

Appears in 1 contract

Samples: Bay State Bancorp Inc

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Definitive Agreement. Sandler O'Nexxx xxx the Bank agree that (a) except as set forth in clause (b), the foregoing represents the general This Agreement reflects KBW’s present intention of the Bank and Sandler O'Nexxx xxxh respect proceeding to the services to be provided by Sandler O'Nexxx xx connection work with the Company on the proposed Offerings, which will serve as a basis for Sandler O'Nexxx xxxmencing activities, and (b) the only . No legal and binding obligations obligation is created on the part of the Bank, the Holding Company and Sandler O'Nexxx xxxh or KBW with respect to the subject matter hereof shall be hereof, except as to (1i) the Bank's obligation agreement to reimburse costs and expenses pursuant to maintain the section captioned "Costs and Expenses," (2) those confidentiality of Confidential Information set forth under in Section 9, (ii) the captions "Confidentiality" and "Indemnification," and (3) payment of certain fees as set forth in Section 4, (iii) the payment of expenses as set forth in Section 6, (iv) the limitations set forth in Section 7, (v) the limitations of liability, the indemnification and contribution obligations and the other provisions set forth in Section 11 and (iv) those terms as may be set forth in a duly negotiated mutually agreed upon agency agreement between KBW and executed definitive Agency Agreement the Company to be entered into executed prior to the commencement of the Subscription Offering relating Offerings Xxxxx, Xxxxxxxx & Xxxxx • 00 Xxxx Xxxxxxx, Xxxxx 0000 • Xxxxxxx, XX 00000 312.423.8200 • 000.000.0000 • Fax 000.000.0000 • xxx.xxx.xxx 1895 Bancorp of Wisconsin, MHC 1895 Bancorp of Wisconsin, Inc. PyraMax Bank, FSB January 11, 2021 (the “Agency Agreement”), all of which, notwithstanding anything to the contrary that may be contained herein, shall constitute the binding obligations of the parties hereto and which shall survive any termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. The Company acknowledges and agrees that KBW’s provision of Sandler O'Nexxx xx services in connection with the Offerings. Such 15 Bay State Federal Savings Bank September 9, 1997 Page 7 Agency Agreement shall be in form and content satisfactory to Sandler O'Nexxx, xxe Bank Conversion and the Holding Company and their respective counsel and shall contain standard indemnification provisions consistent herewith. Sandler O'Nexxx'x xxxcution of such Agency Agreement shall also be Offerings, as contemplated herein, is expressly subject to (ia) Sandler O'Nexxx'x xxxisfaction with its investigation satisfactory completion of the Bank's business, financial condition and results of operationsDue Diligence Review by KBW, (iib) the preparation of a Registration Statement and Prospectus and other offering materials that are satisfactory to Sandler O'Nexxx xxx its counselKBW in form and substance, (iiic) compliance with all relevant applicable legal and regulatory requirements to the reasonable satisfaction of Sandler O'Nexxx'x xxxnselKBW and its counsel, (iv) agreement that the price established by the independent appraiser is reasonable and (vd) market conditions (including at the time of any of the proposed offeringOfferings), (e) approval of KBW’s internal committee and (f) any other conditions that KBW may deem appropriate for the transactions contemplated hereby. Sandler O'Nexxx xxx terminate This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof. Any right to trial by jury with respect to any claim or action arising out of this agreement if such Agency Agreement or conduct in connection with the engagement is not entered into prior hereby waived by the parties hereto. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning an original copy of this Agreement to June 30the undersigned. Very truly yours, 1998.XXXXX, XXXXXXXX & XXXXX, INC. By: /s/ Xxxxxxxx X. XxXxxxx Date: 1.11.2021 Xxxxxxxx X. XxXxxxx Managing Director 1895 BANCORP OF WISCONSIN, MHC 1895 BANCORP OF WISCONSIN, INC. PYRAMAX BANK, FSB By: /s/ Xxxxxxx X. Xxxx Date: January 19, 2021 Xxxxxxx X. Xxxx President and Chief Executive Officer Xxxxx, Xxxxxxxx & Xxxxx • 00 Xxxx Xxxxxxx, Xxxxx 0000 • Xxxxxxx, XX 00000

Appears in 1 contract

Samples: Letter Agreement (1895 Bancorp of Wisconsin, Inc. /MD/)

Definitive Agreement. Sandler O'Nexxx xxx the Bank agree that (a) except as set forth in clause (b), the foregoing represents the general This Agreement reflects KBW’s present intention of the Bank and Sandler O'Nexxx xxxh respect proceeding to the services to be provided by Sandler O'Nexxx xx connection work with the Company on the proposed Offerings, which will serve as a basis for Sandler O'Nexxx xxxmencing activities, and (b) the only . No legal and binding obligations obligation is created on the part of the Bank, the Holding Company and Sandler O'Nexxx xxxh or KBW with respect to the subject matter hereof shall be hereof, except as to (1i) the Bank's obligation agreement to reimburse costs and expenses pursuant to maintain the section captioned "Costs and Expenses," (2) those confidentiality of Confidential Information set forth under in Section 9, (ii) the captions "Confidentiality" and "Indemnification," and (3) payment of certain fees as set forth in Section 4, (iii) the payment of expenses as set forth in Section 6, (iv) the limitations set forth in Section 7, (v) the limitations of liability, the indemnification and contribution obligations and the other provisions set forth in Section 11 and (iv) those terms as may be set forth in a duly negotiated mutually agreed upon agency agreement between KBW and executed definitive Agency Agreement the Company to be entered into executed prior to the commencement of the Subscription Offering relating Offerings (the “Agency Agreement”), all of which, notwithstanding anything to the contrary that may be contained herein, shall constitute the binding obligations of the parties hereto and which shall survive any termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. Xxxxx, Xxxxxxxx & Xxxxx • 0 Xxxxx Xxxxxx Xxxxx, Suite 3400 • Xxxxxxx, XX 00000 312.423.8200 • 000.000.0000 • Fax 000.000.0000 • xxx.xxx.xxx First Seacoast Bancorp, MHC First Seacoast Bancorp First Seacoast Bank August 22, 2022 The Company acknowledges and agrees that KBW’s provision of Sandler O'Nexxx xx services in connection with the Offerings. Such 15 Bay State Federal Savings Bank September 9, 1997 Page 7 Agency Agreement shall be in form and content satisfactory to Sandler O'Nexxx, xxe Bank Conversion and the Holding Company and their respective counsel and shall contain standard indemnification provisions consistent herewith. Sandler O'Nexxx'x xxxcution of such Agency Agreement shall also be Offerings, as contemplated herein, is expressly subject to (ia) Sandler O'Nexxx'x xxxisfaction with its investigation satisfactory completion of the Bank's business, financial condition and results of operationsDue Diligence Review by KBW, (iib) the preparation of a Registration Statement and Prospectus and other offering materials that are satisfactory to Sandler O'Nexxx xxx its counselKBW in form and substance, (iiic) compliance with all relevant applicable legal and regulatory requirements to the reasonable satisfaction of Sandler O'Nexxx'x xxxnselKBW and its counsel, (iv) agreement that the price established by the independent appraiser is reasonable and (vd) market conditions (including at the time of any of the proposed offeringOfferings), (e) approval of KBW’s internal committee and (f) any other conditions that KBW may deem appropriate for the transactions contemplated hereby. Sandler O'Nexxx xxx terminate This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof. Any right to trial by jury with respect to any claim or action arising out of this Agreement or conduct in connection with the engagement is hereby waived by the parties hereto. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning an original copy of this Agreement to the undersigned. Very truly yours, XXXXX, XXXXXXXX & XXXXX, INC. By: /s/ Xxxxxxxx XxXxxxx Date: August 22, 2022 Xxxxxxxx XxXxxxx Managing Director First Seacoast Bancorp, MHC First Seacoast Bancorp First Seacoast Bank By: /s/ Xxxxx Xxxxxxx Date: August 25, 2022 Xxxxx Xxxxxxx President & Chief Executive Officer Xxxxx, Xxxxxxxx & Xxxxx • 0 Xxxxx Xxxxxx Xxxxx, Suite 3400 • Xxxxxxx, XX 00000 312.423.8200 • 000.000.0000 • Fax 000.000.0000 • xxx.xxx.xxx August 22, 2022 First Seacoast Bancorp, MHC First Seacoast Bancorp First Seacoast Bank 000 Xxxxxxx Xxxxxx Xxxxx, XX 00000 Attention: Xx. Xxxxx Xxxxxxx President & Chief Executive Officer Re: Services of Conversion Agent and Data Processing Records Management Agent Ladies and Gentlemen: This letter agreement (this “Agreement”) confirms the engagement of Xxxxx, Xxxxxxxx & Xxxxx, Inc. (“KBW”) by First Seacoast Bancorp, MHC, First Seacoast Bancorp and First Seacoast Bank (collectively with any of its successors including the new stock holding company to be formed to effect the second step offering (the “Company”), on behalf of both itself and the Company, to act as the conversion agent and the data processing records management agent (KBW in such capacities, the “Agent”) to the Company in connection with First Seacoast Bancorp, MHC’s proposed conversion from the mutual holding company form to the full stock form of organization, including the offer and sale of the common stock (the “Conversion”) pursuant to the Company’s proposed Plan of Conversion and Reorganization (the “Plan of Conversion”). The sale will be to eligible persons in a subscription offering (the “Subscription Offering”), with any remaining unsold shares of Common Stock to then be offered to the general public in a community offering (the “Community Offering”) and if such Agency necessary, through a syndicate of broker-dealers organized by KBW (a “Syndicated Community Offering”) (the Subscription Offering, Community Offering, and any Syndicated Community Offering are collectively referred to herein as the “Offerings”). This Agreement sets forth the terms and conditions of KBW’s engagement solely in its capacity as Agent. It is not acknowledged that the terms of KBW’s engagement by the Company as exclusive financial advisor in the Conversion and as sole bookrunning manager in the Offerings is set forth in a separate agreement entered into prior to June 30by and between KBW and the Bank (on behalf of both itself and the Company) on or about the date hereof (such separate agreement, 1998the “Advisory Agreement”).

Appears in 1 contract

Samples: Letter Agreement (First Seacoast Bancorp, Inc.)

Definitive Agreement. Sandler O'Nexxx xxx the Bank agree that (a) except as set forth in clause (b), the foregoing represents the general This letter agreement reflects KBW’s present intention of the Bank and Sandler O'Nexxx xxxh respect proceeding to the services to be provided by Sandler O'Nexxx xx connection work with the Company on its proposed Offerings, which will serve as a basis for Sandler O'Nexxx xxxmencing activities, and (b) the only . No legal and binding obligations obligation is created on the part of the Bank, the Holding Company and Sandler O'Nexxx xxxh or KBW with respect to the subject matter hereof shall be hereof, except as to (1i) the Bank's obligation agreement to reimburse costs and expenses pursuant to maintain the section captioned "Costs and Expenses," (2) those confidentiality of Confidential Information set forth under in Section 8, (ii) the captions "Confidentiality" and "Indemnification," and (3) payment of Asheville Savings Bank, S.S.B. February 18, 2011 certain fees as set forth in Section 4, (iii) the payment of expenses as set forth in Section 5, (iv) the limitations set forth in Section 6, (v) the indemnification and contribution provisions set forth in Section 9 and (vi) those terms set forth in a duly negotiated and executed definitive mutually agreed upon Agency Agreement between KBW and the Company to be entered into executed prior to the commencement of the Subscription Offering relating to Offerings, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this letter agreement or the completion of the services of Sandler O'Nexxx xx connection with the Offerings. Such 15 Bay State Federal Savings Bank September 9, 1997 Page 7 Agency Agreement shall be in form and content satisfactory to Sandler O'Nexxx, xxe Bank and the Holding Company and their respective counsel furnished hereunder and shall contain standard indemnification provisions consistent herewithremain operative and in full force and effect. Sandler O'Nexxx'x xxxcution KBW’s execution of such Agency Agreement shall also be subject to (ia) Sandler O'Nexxx'x xxxisfaction KBW’s satisfaction with its investigation of the Bank's business, financial condition and results of operationsDue Diligence Review, (iib) preparation of offering materials that are satisfactory to Sandler O'Nexxx xxx its counselKBW, (iiic) compliance with all relevant legal and regulatory requirements to the reasonable satisfaction of Sandler O'Nexxx'x xxxnselKBW and its counsel, (ivd) agreement that the price established by the independent appraiser is reasonable reasonable, and (ve) market conditions at the time of the proposed offeringOffering. Sandler O'Nexxx xxx terminate This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof. Any right to trial by jury with respect to any claim or action arising out of this agreement if such Agency Agreement or conduct in connection with this engagement is not entered into prior hereby waived by the parties. Asheville Savings Bank, S.S.B. February 18, 2011 If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to June 30the undersigned. Very truly yours, 1998XXXXX, XXXXXXXX & XXXXX, INC. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Managing Director ASHEVILLE SAVINGS BANK, S.S.B. By: /s/ Xxxxxxx X. XxXxxxx Date: 3/11/11 Xxxxxxx X. XxXxxxx President February 16, 2011 Asheville Savings Bank, S.S.B. 00 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxxxx X. XxXxxxx President Ladies and Gentlemen: This letter confirms the engagement of Xxxxx, Xxxxxxxx and Xxxxx, Inc. (“KBW”) to act as the Conversion Agent to Asheville Savings Bank, S.S.B. (the “Bank”) in connection with the Bank’s proposed conversion from mutual to stock form of ownership, including the offer and sale of common stock of a newly organized holding company of the Bank (the “Offering”).

Appears in 1 contract

Samples: Agency Agreement (ASB Bancorp Inc)

Definitive Agreement. Sandler O'Nexxx xxx the Bank agree that (a) except as set forth in clause (b), the foregoing represents the general This Agreement reflects KBW's present intention of the Bank and Sandler O'Nexxx xxxh respect proceeding to the services to be provided by Sandler O'Nexxx xx connection work with the Company on the proposed Offerings, which will serve as a basis for Sandler O'Nexxx xxxmencing activities, and (b) the only . No legal and binding obligations obligation is created on the part of the Bank, the Holding Company and Sandler O'Nexxx xxxh or KBW with respect to the subject matter hereof shall be hereof, except as to (1i) the Bank's obligation agreement to reimburse costs and expenses pursuant to maintain the section captioned "Costs and Expenses," (2) those confidentiality of Confidential Information set forth under in Section 9, (ii) the captions "Confidentiality" and "Indemnification," and (3) payment of certain fees as set forth in Section 4, (iii) the payment of expenses as set forth in Section 6, (iv) the limitations set forth in Section 7, (v) the limitations of liability, the indemnification and contribution obligations and the other provisions set forth in Section 11 and (iv) those terms as may be set forth in a duly negotiated mutually agreed upon agency agreement between KBW and executed definitive Agency Agreement the Company to be entered into executed prior to the commencement of the Subscription Offering relating Offerings (the “Agency Agreement”), all of which, notwithstanding anything to the contrary that may be contained herein, shall constitute the binding obligations of the parties hereto and which shall survive any termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. The Company acknowledges and agrees that KBW’s provision of Sandler O'Nexxx xx services in connection with the Offerings. Such 15 Bay State Federal Savings Bank September 9Kxxxx, 1997 Page 7 Agency Agreement shall be in form and content satisfactory to Sandler O'NexxxBxxxxxxx & Wxxxx • 70 Xxxx Xxxxxxx, xxe Bank Xxxxx 0000 • Chicago, IL 60602 312.423.8200 • 800.000.0000 • Fax 300.000.0000 • wxx.xxx.xxx AF Mutual Holding Company Alamogordo Financial Corp. BANK’34 December 23, 2015 Conversion and the Holding Company and their respective counsel and shall contain standard indemnification provisions consistent herewith. Sandler O'Nexxx'x xxxcution of such Agency Agreement shall also be Offerings, as contemplated herein, is expressly subject to (ia) Sandler O'Nexxx'x xxxisfaction with its investigation satisfactory completion of the Bank's business, financial condition and results of operationsDue Diligence Review by KBW, (iib) the preparation of a Registration Statement and Prospectus and other offering materials that are satisfactory to Sandler O'Nexxx xxx its counselKBW in form and substance, (iiic) compliance with all relevant applicable legal and regulatory requirements to the reasonable satisfaction of Sandler O'Nexxx'x xxxnselKBW and its counsel, (iv) agreement that the price established by the independent appraiser is reasonable and (vd) market conditions (including at the time of any of the proposed Offerings), (e) approval of KBW’s internal committee and (f) any other conditions that KBW may deem appropriate for the transactions contemplated hereby. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof. Any right to trial by jury with respect to any claim or action arising out of this Agreement or conduct in connection with the engagement is hereby waived by the parties hereto. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning an original copy of this Agreement to the undersigned. Very truly yours, KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Jxxxx X. Xxxxxx Date: 12/23/2015 Jxxxx X. Xxxxxx Director AF Mutual Holding Company BANK ‘34 Alamogordo Financial Corp. By: /s/ Jxxx Xxxxxxxxx Date: 12/23/2015 Jxxx Xxxxxxxxx Chief Executive Officer Kxxxx, Bxxxxxxx & Wxxxx • 70 Xxxx Xxxxxxx, Xxxxx 0000 • Chicago, IL 60602 312.423.8200 • 800.000.0000 • Fax 300.000.0000 • wxx.xxx.xxx EXHIBIT B Letter Agreement dated December 23, 2015 December 23, 2015 AF Mutual Holding Company Alamogordo Financial Corp. BANK’34 500 Xxxx 00xx Xxxxxx Alamogordo, NM 88310 Attention: Mx. Xxxx Xxxxxxxxx Chief Executive Officer Re: Services of Conversion Agent and Data Processing Records Management Agent Ladies and Gentlemen: This letter agreement (this “Agreement”) confirms the engagement of Kxxxx, Bxxxxxxx & Wxxxx, Inc. (“KBW”) by (i) AF Mutual Holding Company, (ii) Alamogordo Financial Corp., and (iii) BANK’34 (collectively with any of its successors or any new stock holding company formed to effect the second step offering, the “Bank”), on behalf of both itself and the Company (as defined herein), to act as the conversion agent and the data processing records management agent (KBW in such capacities, the “Agent”) to the Company in connection with the Bank’s proposed reorganization from the mutual holding company form to the full stock form of organization, including the offer and sale of the common stock (the “Conversion”) pursuant to the Company’s Plan of Conversion and Reorganization (the “Plan of Conversion”). Sandler O'Nexxx xxx terminate this The sale will be to eligible persons in a subscription offering (the “Subscription Offering”), with any remaining unsold shares of Common Stock to then be offered to the general public in a community offering (the “Community Offering”) and if necessary, through a syndicate of broker-dealers organized by KBW (a “Syndicated Community Offering”) (the Subscription Offering, Community Offering, and any Syndicated Community Offering are collectively referred to herein as the “Offerings”). This Agreement sets forth the terms and conditions of KBW’s engagement solely in its capacity as Agent. It is acknowledged that the terms of KBW’s engagement by the Company as exclusive financial advisor in the Conversion and as sole bookrunning manager in the Offerings is set forth in a separate agreement if such Agency Agreement is not entered into prior to June 30by and between KBW and the Bank (on behalf of both itself and the Company) on or about the date hereof (such separate agreement, 1998.the “Advisory Agreement”). AF Mutual Holding Company Alamogordo Financial Corp. BANK’34 December 23, 2015

Appears in 1 contract

Samples: Agency Agreement (Bancorp 34, Inc.)

Definitive Agreement. Sandler O'Nexxx xxx the Bank agree that (a) except as set forth in clause (b), the foregoing represents the general This Agreement reflects KBW’s present intention of the Bank and Sandler O'Nexxx xxxh respect proceeding to the services to be provided by Sandler O'Nexxx xx connection work with the Company on the proposed Offerings, which will serve as a basis for Sandler O'Nexxx xxxmencing activities, and (b) the only . No legal and binding obligations obligation is created on the part of the Bank, the Holding Company and Sandler O'Nexxx xxxh or KBW with respect to the subject matter hereof shall be hereof, except as to (1i) the Bank's obligation agreement to reimburse costs and expenses pursuant to maintain the section captioned "Costs and Expenses," (2) those confidentiality of Confidential Information set forth under in Section 9, (ii) the captions "Confidentiality" and "Indemnification," and (3) payment of certain fees as set forth in Section 4, (iii) the payment of expenses as set forth in Section 6, (iv) the limitations set forth in Section 7, (v) the limitations of liability, the indemnification and contribution obligations and the other provisions set forth in Section 11 and (iv) those terms as may be set forth in a duly negotiated mutually agreed upon agency agreement between KBW and executed definitive Agency Agreement the Company to be entered into executed prior to the commencement of the Subscription Offering relating Offerings (the “Agency Agreement”), all of which, notwithstanding anything to the contrary that may be contained herein, shall constitute the binding obligations of the parties hereto and which shall survive any termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. The Company acknowledges and agrees that KBW’s provision of Sandler O'Nexxx xx services in connection with the Offerings. Such 15 Bay State Federal Savings Bank September 9, 1997 Page 7 Agency Agreement shall be in form and content satisfactory to Sandler O'Nexxx, xxe Bank Conversion and the Holding Company and their respective counsel and shall contain standard indemnification provisions consistent herewith. Sandler O'Nexxx'x xxxcution of such Agency Agreement shall also be Offerings, as contemplated herein, is expressly subject to (ia) Sandler O'Nexxx'x xxxisfaction with its investigation satisfactory completion of the Bank's business, financial condition and results of operationsDue Diligence Review by KBW, (iib) the preparation of a Registration Statement and Prospectus and other offering materials that are satisfactory to Sandler O'Nexxx xxx its counselKBW in form and substance, (iiic) compliance with all relevant applicable legal and regulatory requirements to the reasonable satisfaction of Sandler O'Nexxx'x xxxnselKBW and its counsel, (ivd) market conditions (including at the time of any of the proposed Offerings), (e) approval of KBW’s internal committee and (f) any other conditions that KBW may deem appropriate for the transactions contemplated hereby. In addition, KBW’s execution of any Kxxxx, Bxxxxxxx & Wxxxx • 70 Xxxx Xxxxxxx, Xxxxx 0000 • Cxxxxxx, XX 00000 312.423.8200 • 800.000.0000 • Fax 312.423. 8232 • wxx.xxx.xxx Putnam Bancorp, MHC PSB Holdings, Inc. Putnam Bank June 12, 2015 Agency Agreement shall also be subject to agreement that the price established by the independent appraiser is reasonable reasonable. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and (v) market conditions at can be altered only by written consent signed by the time parties. This Agreement shall be construed and enforced in accordance with the laws of the proposed offeringState of New York, without regard to the conflicts of laws principles thereof. Sandler O'Nexxx xxx terminate Any right to trial by jury with respect to any claim or action arising out of this agreement if such Agreement or conduct in connection with the engagement is hereby waived by the parties hereto. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning an original copy of this Agreement to the undersigned. Very truly yours, KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Pxxxxxxx X. XxXxxxx Date: 6-12-15 Pxxxxxxx X. XxXxxxx Managing Director Putnam Bancorp, PSB Holdings, Inc., Putnam Bank By: /s/ Txxxxx X. Xxxxxx Date: 6-16-15 Mx. Xxxxxx X. Borner Vice Chairman, President & CEO Kxxxx, Bxxxxxxx & Wxxxx • 70 Xxxx Xxxxxxx, Xxxxx 0000 • Cxxxxxx, XX 00000 312.423.8200 • 800.000.0000 • Fax 312.423. 8232 • wxx.xxx.xxx Exhibit B to Agency Agreement is not entered into prior Conversion Agent Engagement Letter Dated June 12, 2015 June 12, 2015 Mx. Xxxxxx X. Borner Vice Chairman, President & CEO Putnam Bancorp, MHC PSB Holdings Inc. Putnam Bank 40 Xxxx Xxxxxx Xxxxxx, XX 00000 Dear Mx. Xxxxxx, This letter confirms the engagement of Kxxxx, Bxxxxxxx and Wxxxx, Inc. (“KBW”) to June 30act as the Conversion Agent to PSB Holdings, 1998Inc. (collectively with any of its successors or any new stock holding company formed to effect the second step stock offering, the “Bank”) in connection with the Bank’s proposed reorganization from the mutual holding company form to full stock form of organization pursuant to a Plan of Conversion and Reorganization (the “Conversion”), including the offer and sale of common stock (the “Offering”) of a newly organized holding company (the “Holding Company”) to eligible persons in a Subscription Offering, with any remaining shares offered to the general public in a Direct Community Offering and, possibly, a Syndicated Community Offering. The Bank and the Holding Company are collectively referred to herein as the “Company”. This letter sets forth the terms and conditions of our engagement.

Appears in 1 contract

Samples: Agency Agreement (PSB Holdings, Inc.)

Definitive Agreement. Sandler O'Nexxx xxx the Bank agree that (a) except as set forth in clause (b), the foregoing represents the general This letter agreement reflects KBW’s present intention of the Bank and Sandler O'Nexxx xxxh respect proceeding to the services to be provided by Sandler O'Nexxx xx connection work with the Company on its proposed Offerings, which will serve as a basis for Sandler O'Nexxx xxxmencing activities, and (b) the only . No legal and binding obligations obligation is created on the part of the Bank, the Holding Company and Sandler O'Nexxx xxxh or KBW with respect to the subject matter hereof shall be hereof, except as to (1i) the Bank's obligation agreement to reimburse costs and expenses pursuant to maintain the section captioned "Costs and Expenses," (2) those confidentiality of Confidential Information set forth under in Section 8, (ii) the captions "Confidentiality" and "Indemnification," and (3) payment of certain fees as set forth in Section 4, (iii) the payment of expenses as set forth in Section 5, (iv) the limitations set forth in Section 6, (v) the indemnification and contribution provisions set forth in Section 9 and (iv) those terms set forth in a duly negotiated and executed definitive mutually agreed upon Agency Agreement between KBW and the Company to be entered into executed prior to the commencement of the Subscription Offering relating to Offerings, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this letter agreement or the completion of the services of Sandler O'Nexxx xx connection with the Offerings. Such 15 Bay State Federal Savings Bank September 9, 1997 Page 7 Agency Agreement shall be in form and content satisfactory to Sandler O'Nexxx, xxe Bank and the Holding Company and their respective counsel furnished hereunder and shall contain standard indemnification provisions consistent herewithremain operative and in full force and effect. Sandler O'Nexxx'x xxxcution KBW’s execution of such Agency Agreement shall also be subject to (ia) Sandler O'Nexxx'x xxxisfaction KBW’s satisfaction with its investigation of the Bank's business, financial condition and results of operationsdue diligence Review, (iib) preparation of offering materials that are satisfactory to Sandler O'Nexxx xxx its counselKBW, (iiic) compliance by the Company with all relevant legal and regulatory requirements to the reasonable satisfaction of Sandler O'Nexxx'x xxxnselKBW and its counsel, (ivd) agreement that the price established by the independent appraiser is reasonable reasonable, and (ve) market conditions at the time of the proposed offeringOfferings. Sandler O'Nexxx xxx terminate This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof. Any right to trial by jury with respect to any claim or action arising out of this agreement if such Agency Agreement or conduct in connection with the engagement is not entered into prior hereby waived by the parties hereto. Madison County Bank Madison County Holding, MHC Madison County Financial Corporation January 12, 2012 If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning the original copy of this letter to June 30the undersigned. Very truly yours, 1998.XXXXX, XXXXXXXX & XXXXX, INC. By: /s/ Xxxxxx X. Xxxxxx XXX Xxxxxx X. Xxxxxx XXX Managing Director Madison County Bank Madison County Holding, MHC Madison County Financial Corporation By: /s/ Xxxxx X. Xxxxxxxxxx Date: 1/26/2012 Xxxxx X. Xxxxxxxxxx President and CEO

Appears in 1 contract

Samples: Madison County Financial, Inc.

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Definitive Agreement. Sandler O'Nexxx xxx the Bank agree that (a) except as set forth in clause (b), the foregoing represents the general This Agreement reflects KBW’s present intention of the Bank and Sandler O'Nexxx xxxh respect proceeding to the services to be provided by Sandler O'Nexxx xx connection work with the Company on the proposed Offerings, which will serve as a basis for Sandler O'Nexxx xxxmencing activities, and (b) the only . No legal and binding obligations obligation is created on the part of the Bank, the Holding Company and Sandler O'Nexxx xxxh or KBW with respect to the subject matter hereof shall be hereof, except as to (1i) the Bank's obligation agreement to reimburse costs and expenses pursuant to maintain the section captioned "Costs and Expenses," (2) those confidentiality of Confidential Information set forth under in Section 9, (ii) the captions "Confidentiality" and "Indemnification," and (3) payment of certain fees as set forth in Section 4, (iii) the payment of expenses as set forth in Section 6, (iv) the limitations set forth in Section 7, (v) the limitations of liability, the indemnification and contribution obligations and the other provisions set forth in Section 11 and (iv) those terms as may be set forth in a duly negotiated mutually agreed upon agency agreement between KBW and executed definitive Agency Agreement the Company to be entered into executed prior to the commencement of the Subscription Offering relating Offerings (the “Agency Agreement”), all of which, notwithstanding anything to the contrary that may be contained herein, shall constitute the binding obligations of the parties hereto and which shall survive any termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. The Company acknowledges and agrees that KBW’s provision of Sandler O'Nexxx xx services in connection with the Offerings. Such 15 Bay State Federal Savings Bank September 9, 1997 Page 7 Agency Agreement shall be in form and content satisfactory to Sandler O'Nexxx, xxe Bank Conversion and the Holding Company and their respective counsel and shall contain standard indemnification provisions consistent herewith. Sandler O'Nexxx'x xxxcution of such Agency Agreement shall also be Offerings, as contemplated herein, is expressly subject to (ia) Sandler O'Nexxx'x xxxisfaction with its investigation satisfactory completion of the Bank's business, financial condition and results of operationsDue Diligence Review by KBW, (iib) the preparation of a Registration Statement and Prospectus and other offering materials that are satisfactory to Sandler O'Nexxx xxx its counselKBW in form and substance, (iiic) compliance with all relevant applicable legal and regulatory requirements to the reasonable satisfaction of Sandler O'Nexxx'x xxxnselKBW and its counsel, (ivd) market conditions (including at the time of any of the proposed Offerings), (e) approval of KBW’s internal committee and (f) any other conditions that KBW may deem appropriate for the transactions contemplated hereby. In addition, KBW’s execution of any Kxxxx, Bxxxxxxx & Wxxxx • 70 Xxxx Xxxxxxx, Xxxxx 0000 • Chicago, IL 60602 312.423.8200 • 800.000.0000 • Fax 312.423. 8232 • wxx.xxx.xxx Putnam Bancorp, MHC PSB Holdings, Inc. Pxxxxx Bank June 12 , 2015 Agency Agreement shall also be subject to agreement that the price established by the independent appraiser is reasonable reasonable. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and (v) market conditions at can be altered only by written consent signed by the time parties. This Agreement shall be construed and enforced in accordance with the laws of the proposed offeringState of New York, without regard to the conflicts of laws principles thereof. Sandler O'Nexxx xxx terminate Any right to trial by jury with respect to any claim or action arising out of this agreement if such Agreement or conduct in connection with the engagement is hereby waived by the parties hereto. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning an original copy of this Agreement to the undersigned. Very truly yours, KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Pxxxxxxx X. XxXxxxx Date: 6-12-15 Pxxxxxxx X. XxXxxxx Managing Director Putnam Bancorp, PSB Holdings, Inc., Pxxxxx Bank By: /s/ Txxxxx X. Xxxxxx Date: 6-16-15 Mx. Xxxxxx X. Borner Vice Chairman, President & CEO Kxxxx, Bxxxxxxx & Wxxxx • 70 Xxxx Xxxxxxx, Xxxxx 0000 • Chicago, IL 60602 312.423.8200 • 800.000.0000 • Fax 312.423. 8232 • wxx.xxx.xxx Exhibit B to Agency Agreement is not entered into prior Conversion Agent Engagement Letter Dated June 12, 2015 June 12, 2015 Mx. Xxxxxx X. Borner Vice Chairman, President & CEO Putnam Bancorp, MHC PSB Holdings Inc. Putnam Bank 40 Xxxx Xxxxxx Putnam, CT 06260 Dear Mx. Xxxxxx, This letter confirms the engagement of Kxxxx, Bxxxxxxx and Wxxxx, Inc. (“KBW”) to June 30act as the Conversion Agent to PSB Holdings, 1998Inc. (collectively with any of its successors or any new stock holding company formed to effect the second step stock offering, the “Bank”) in connection with the Bank’s proposed reorganization from the mutual holding company form to full stock form of organization pursuant to a Plan of Conversion and Reorganization (the “Conversion”), including the offer and sale of common stock (the “Offering”) of a newly organized holding company (the “Holding Company”) to eligible persons in a Subscription Offering, with any remaining shares offered to the general public in a Direct Community Offering and, possibly, a Syndicated Community Offering. The Bank and the Holding Company are collectively referred to herein as the “Company”. This letter sets forth the terms and conditions of our engagement.

Appears in 1 contract

Samples: Agency Agreement (PB Bancorp, Inc.)

Definitive Agreement. Sandler O'Nexxx xxx the Bank agree that (a) except as set forth in clause (b), the foregoing represents the general This Agreement reflects KBW’s present intention of the Bank and Sandler O'Nexxx xxxh respect proceeding to the services to be provided by Sandler O'Nexxx xx connection work with the Company on the proposed Offerings, which will serve as a basis for Sandler O'Nexxx xxxmencing activities, and (b) the only . No legal and binding obligations obligation is created on the part of the Bank, the Holding Company and Sandler O'Nexxx xxxh or KBW with respect to the subject matter hereof shall be hereof, except as to (1i) the Bank's obligation agreement to reimburse costs and expenses pursuant to maintain the section captioned "Costs and Expenses," (2) those confidentiality of Confidential Information set forth under in Section 9, (ii) the captions "Confidentiality" and "Indemnification," and (3) payment of certain fees as set forth in Section 4, (iii) the payment of expenses as set forth in Section 6, (iv) the limitations set forth in Section 7, (v) the limitations of liability, the indemnification and contribution obligations and the other provisions set forth in Section 11 and (iv) those terms as may be set forth in a duly negotiated mutually agreed upon agency agreement between KBW and executed definitive Agency Agreement the Company to be entered into executed prior to the commencement of the Subscription Offering relating Offerings (the “Agency Agreement”), all of which, notwithstanding anything to the contrary that may be contained herein, shall constitute the binding obligations of the parties hereto and which shall survive any termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. The Company acknowledges and agrees that KBW’s provision of Sandler O'Nexxx xx services in connection with the Offerings. Such 15 Bay State Federal Savings Bank September 9, 1997 Page 7 Agency Agreement shall be in form and content satisfactory to Sandler O'Nexxx, xxe Bank Conversion and the Holding Company and their respective counsel and shall contain standard indemnification provisions consistent herewith. Sandler O'Nexxx'x xxxcution of such Agency Agreement shall also be Offerings, as contemplated herein, is expressly subject to (ia) Sandler O'Nexxx'x xxxisfaction with its investigation satisfactory completion of the Bank's business, financial condition and results of operationsDue Diligence Review by KBW, (iib) the preparation of a Registration Statement and Prospectus and other offering materials that are reasonably satisfactory to Sandler O'Nexxx xxx its counselKBW in form and substance, (iiic) compliance with all relevant applicable legal and regulatory requirements to the reasonable satisfaction of Sandler O'Nexxx'x xxxnselKBW and its counsel, (iv) agreement that the price established by the independent appraiser is reasonable and (vd) market conditions (including at the time of any of the proposed offeringOfferings), (e) approval of KBW’s internal committee and (f) any other conditions that KBW reasonably deems appropriate for the transactions contemplated hereby. Sandler O'Nexxx xxx terminate This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof. Any right to trial by jury with respect to any claim or action arising out of this agreement if such Agency Agreement or conduct in connection with the engagement is not entered into prior hereby waived by the parties hereto. Kxxxx, Bxxxxxxx & Wxxxx • 70 Xxxx Xxxxxxx, Xxxxx 0000 • Cxxxxxx, XX 00000 312.423.8200 • 800,929.6113 • Fax 300.000.0000 • wxx.xxx.xxx North Shore Trust and Savings September 16, 2019 Page 10 of 10 If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning an original copy of this Agreement to June 30the undersigned. Very truly yours, 1998.KXXXX, BXXXXXXX & WXXXX, INC. By: /s/ Jxxxx X. Xxxxxx Date: 9/16/19 Jxxxx X. Xxxxxx Director NORTH SHORE TRUST AND SAVINGS NSTS FINANCIAL CORPORATION Date: 10.23.19 NORTH SHORE, MHC By: /s/ Sxxxxxx X. Xxxx Sxxxxxx X. Xxxx Chairman of the Board, President & Chief Executive Officer Kxxxx, Bxxxxxxx & Wxxxx • 70 Xxxx Xxxxxxx, Xxxxx 0000 • Cxxxxxx, XX 00000 312.423.8200 • 800,929.6113 • Fax 300.000.0000 • wxx.xxx.xxx

Appears in 1 contract

Samples: Letter Agreement (NSTS Bancorp, Inc.)

Definitive Agreement. Sandler O'Nexxx xxx the Bank agree that (a) except as set forth in clause (b), the foregoing represents the general This Agreement reflects KBW’s present intention of the Bank and Sandler O'Nexxx xxxh respect proceeding to the services to be provided by Sandler O'Nexxx xx connection work with the Company on the proposed Offerings, which will serve as a basis for Sandler O'Nexxx xxxmencing activities, and (b) the only . No legal and binding obligations obligation is created on the part of the Bank, the Holding Company and Sandler O'Nexxx xxxh or KBW with respect to the subject matter hereof shall be hereof, except as to (1i) the Bank's obligation agreement to reimburse costs and expenses pursuant to maintain the section captioned "Costs and Expenses," (2) those confidentiality of Confidential Information set forth under in Section 9, (ii) the captions "Confidentiality" and "Indemnification," and (3) payment of certain fees as set forth in Section 4, (iii) the payment of expenses as set forth in Section 6, (iv) the limitations set forth in Section 7, (v) the limitations of liability, the indemnification and contribution obligations and the other provisions set forth in Section 11 and (iv) those terms as may be set forth in a duly negotiated mutually agreed upon agency agreement between KBW and executed definitive Agency Agreement the Company to be entered into executed prior to the commencement of the Subscription Offering relating Offerings (the “Agency Agreement”), all of which, notwithstanding anything to the contrary that may be contained herein, shall constitute the binding obligations of the parties hereto and which shall survive any termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. Xxxxx, Xxxxxxxx & Xxxxx • 0 Xxxxx Xxxxxx Xxxxx, Suite 3400 • Chicago, IL 60606 312.423.8200 • 000.000.0000 • Fax 000.000.0000 • xxx.xxx.xxx Gouverneur Bancorp, MHC Gouverneur Bancorp, Inc. Gouverneur Savings & Loan Association August 18, 2022 The Company acknowledges and agrees that KBW’s provision of Sandler O'Nexxx xx services in connection with the Offerings. Such 15 Bay State Federal Savings Bank September 9, 1997 Page 7 Agency Agreement shall be in form and content satisfactory to Sandler O'Nexxx, xxe Bank Conversion and the Holding Company and their respective counsel and shall contain standard indemnification provisions consistent herewith. Sandler O'Nexxx'x xxxcution of such Agency Agreement shall also be Offerings, as contemplated herein, is expressly subject to (ia) Sandler O'Nexxx'x xxxisfaction with its investigation satisfactory completion of the Bank's business, financial condition and results of operationsDue Diligence Review by KBW, (iib) the preparation of a Registration Statement and Prospectus and other offering materials that are satisfactory to Sandler O'Nexxx xxx its counselKBW in form and substance, (iiic) compliance with all relevant applicable legal and regulatory requirements to the reasonable satisfaction of Sandler O'Nexxx'x xxxnselKBW and its counsel, (iv) agreement that the price established by the independent appraiser is reasonable and (vd) market conditions (including at the time of any of the proposed offeringOfferings), (e) approval of KBW’s internal committee and (t) any other conditions that KBW may deem appropriate for the transactions contemplated hereby. Sandler O'Nexxx xxx terminate This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof. Any right to trial by jury with respect to any claim or action arising out of this agreement if such Agency Agreement or conduct in connection with the engagement is not entered into prior hereby waived by the parties hereto. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning an original copy of this Agreement to June 30the undersigned. Very truly yours, 1998.XXXXX, XXXXXXXX & XXXXX, INC. By: /s/ Xxxxxxxx XxXxxxx Date: August 18, 2022 Xxxxxxxx XxXxxxx Managing Director Gouverneur Bancorp, MHC Gouverneur Bancorp, Inc. Gouverneur Savings & Loan Association By: /s/ Xxxx X. Xxxxxxxx Date: September 19, 2022 Xxxx X. Xxxxxxxx President & Chief Executive Officer Xxxxx, Xxxxxxxx & Xxxxx • 0 Xxxxx Xxxxxx Xxxxx, Suite 3400 • Chicago, IL 60606 312.423.8200 • 000.000.0000 • Fax 000.000.0000 • xxx.xxx.xxx

Appears in 1 contract

Samples: Letter Agreement (Gouverneur Bancorp, Inc./Md/)

Definitive Agreement. Sandler O'Nexxx xxx the Bank agree that (a) except as set forth in clause (b), the foregoing represents the general This Agreement reflects KBW's present intention of the Bank and Sandler O'Nexxx xxxh respect proceeding to the services to be provided by Sandler O'Nexxx xx connection work with the Company on the proposed Offerings, which will serve as a basis for Sandler O'Nexxx xxxmencing activities, and (b) the only . No legal and binding obligations obligation is created on the part of the Bank, the Holding Company and Sandler O'Nexxx xxxh or KBW with respect to the subject matter hereof shall be hereof, except as to (1i) the Bank's obligation agreement to reimburse costs and expenses pursuant to maintain the section captioned "Costs and Expenses," (2) those confidentiality of Confidential Information set forth under in Section 9, (ii) the captions "Confidentiality" and "Indemnification," and (3) payment of certain fees as set forth in Section 4, (iii) the payment of expenses as set forth in Section 6, (iv) the limitations set forth in Section 7, (v) the limitations of liability, the indemnification and contribution obligations and the other provisions set forth in Section 11 and (iv) those terms as may be set forth in a duly negotiated mutually agreed upon agency agreement between KBW and executed definitive Agency Agreement the Company to be entered into executed prior to the commencement of the Subscription Offering relating Offerings (the “Agency Agreement”), all of which, notwithstanding anything to the contrary that may be contained herein, shall constitute the binding obligations of the parties hereto and which shall survive any termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. Xxxxx, Xxxxxxxx & Xxxxx • 00 Xxxx Xxxxxxx, Xxxxx 0000 • Xxxxxxx, XX 00000 312.423.8200 • 000.000.0000 • Fax 000.000.0000 • xxx.xxx.xxx The Seneca Falls Savings Bank, MHC Seneca-Cayuga Bancorp, Inc. Generations Bank May 6, 2020 The Company acknowledges and agrees that KBW’s provision of Sandler O'Nexxx xx services in connection with the Offerings. Such 15 Bay State Federal Savings Bank September 9, 1997 Page 7 Agency Agreement shall be in form and content satisfactory to Sandler O'Nexxx, xxe Bank Conversion and the Holding Company and their respective counsel and shall contain standard indemnification provisions consistent herewith. Sandler O'Nexxx'x xxxcution of such Agency Agreement shall also be Offerings, as contemplated herein, is expressly subject to (ia) Sandler O'Nexxx'x xxxisfaction with its investigation satisfactory completion of the Bank's business, financial condition and results of operationsDue Diligence Review by KBW, (iib) the preparation of a Registration Statement and Prospectus and other offering materials that are satisfactory to Sandler O'Nexxx xxx its counselKBW in form and substance, (iiic) compliance with all relevant applicable legal and regulatory requirements to the reasonable satisfaction of Sandler O'Nexxx'x xxxnselKBW and its counsel, (iv) agreement that the price established by the independent appraiser is reasonable and (vd) market conditions (including at the time of any of the proposed offeringOfferings), (e) approval of KBW’s internal committee and (f) any other conditions that KBW may deem appropriate for the transactions contemplated hereby. Sandler O'Nexxx xxx terminate This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and can be altered only by written consent signed by the parties. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof. Any right to trial by jury with respect to any claim or action arising out of this agreement if such Agency Agreement or conduct in connection with the engagement is not entered into prior hereby waived by the parties hereto. If the foregoing correctly sets forth our mutual understanding, please so indicate by signing and returning an original copy of this Agreement to June 30the undersigned. Very truly yours, 1998.XXXXX, XXXXXXXX & XXXXX, INC. By: Date: 5.6.2020 Xxxxxxxx X. XxXxxxx Managing Director The Seneca Falls Savings Bank, MHC Seneca-Cayuga Bancorp, Inc. Generations Bank By: /s/ Xxxxx X. Case Date: 5/07/2020 Xxxxx X. Case President & CEO Xxxxx, Xxxxxxxx & Xxxxx • 00 Xxxx Xxxxxxx, Xxxxx 0000 • Xxxxxxx, XX 00000 312.423.8200 • 000.000.0000 • Fax 000.000.0000 • xxx.xxx.xxx

Appears in 1 contract

Samples: Letter Agreement (Generations Bancorp NY, Inc.)

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