Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in on Company Disclosure Schedule 3.133.13(a), neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) or amendment thereto (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer offer, or similar right with respect to any material assets or properties of Company and or Subsidiaries; , (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; control, (vi) which provides for the lease of personal property having a value in excess of $25,000 150,000 individually or $100,000 150,000 in the aggregate; , (vii) which relates to capital expenditures and involves future payments in excess of $10,000 150,000 individually or $50,000 150,000 in the aggregate; , (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; , (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 150,000 per annum; , or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered made available to Buyer true, complete complete, and correct copies of each such documentMaterial Contract.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in on Company Disclosure Schedule 3.133.13(a), neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) or amendment thereto (i) with respect to the employment employment, engagement or other relationship of any members of the board of directors, officers, employees or consultantsconsultants of the Company or any of its Subsidiaries providing 2023 annual compensation (including base salary, bonuses, equity compensation or any other form of compensation) that Company estimates in good faith will exceed $250,000 (other than at-will offer letters that can be terminated without any required payment), (ii) which would entitle any present or former directorboard member, officer, employee employee, consultant or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (other than such increases or vesting contemplated by this Agreement), or (iv) the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, other than after the calculation of benefits for Company Equity Awards contemplated by Section 2.07 herein, (ivv) which grants any right of first refusal, right of first offer offer, or similar right with respect to any material assets or properties of Company and or Subsidiaries; , (vvi) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; control, (vivii) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; 1,000,000, (viiviii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; 1,000,000, (viiiix) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; , (ixx) which is not terminable on sixty (60) days or less notice and involving the payment by the Company or one of its Subsidiaries of more than $25,000 1,000,000 per annumannum (other than Company Benefit Plans), (xi) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC promulgated under the Exchange Act); or (xxii) which materially restricts the conduct of any business by Company of or any of its Subsidiaries (collectively, “Company Material Contracts”). Company has previously delivered made available to Buyer true, complete complete, and correct copies of each such documentCompany Material Contract.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company Neither Buyer nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) or amendment thereto (i) with respect to the employment employment, engagement or other relationship of any directors, officers, employees or consultantsconsultants of Buyer or any of its Subsidiaries providing annual base compensation in excess of $250,000 (other than at-will offer letters that can be terminated without any required payment), (ii) which would entitle any present or former director, officer, employee employee, consultant or agent of Company Buyer or any of its Subsidiaries to indemnification from Company Buyer or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or (iv) the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (ivv) which grants any right of first refusal, right of first offer offer, or similar right with respect to any material assets or properties of Company Buyer and or Subsidiaries; , (vvi) which provides for payments to be made by Company Buyer or any of its Subsidiaries upon a change in control thereof; control, (vivii) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; 1,000,000 (viiother than Buyer Benefit Plans), (viii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; 1,000,000, (viiiix) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of CompanyBuyer’s business; , (ixx) which is not terminable on sixty (60) days or less notice and involving the payment by Buyer or one of its Subsidiaries of more than $25,000 1,000,000 per annum, (xi) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC promulgated under the Exchange Act); or (xxii) which materially restricts the conduct of any business by Company Buyer of any of its Subsidiaries (collectively, “Buyer Material Contracts”). Company Buyer has previously delivered made available to Buyer Company true, complete complete, and correct copies of each such documentBuyer Material Contract.

Material Contracts; Defaults. (a) Other than Except as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered made available to Buyer true, complete and correct copies of each such document.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as i)Except for documents set forth in Company Section 5.03(k)(i) of the Company’s Disclosure Schedule 3.13Schedule, neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding ​ (whether written or oral) (iA) with respect to the employment of any of its directors, officers, employees employees, or consultantswith regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $50,000 per annum, (iiB) which would entitle any present or former director, officer, employee employee, independent contractor, consultant or agent of the Company or any of its Subsidiaries to indemnification from the Company or any of its Subsidiaries, (iiiC) which provides for the benefits of which will be increased, or the vesting of benefits of which will be accelerated, payment by the occurrence Company or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving the Company or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of more than $50,000 per annum, (F) that may not be cancelled by First Foundation, the Company or any of their respective Subsidiaries without payment of a penalty or termination fee equal to or greater than $25,000 (assuming it is terminated on the Closing Date), (G) which is with or to a labor union or guild (including any collective bargaining agreement), (H) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the transactions contemplated by this Agreement, or the value ordinary course of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementbusiness), (ivI) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or properties businesses of the Company and or any of its Subsidiaries; , (vJ) which provides involves the purchase or sale of assets with a purchase price of $50,000 or more in any single case or $100,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, (K) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50,000 or more in annual fees, (L) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $50,000 or that has any continuing obligations, liabilities or restrictions, (M) providing for payments to be made indemnification by the Company or any of its Subsidiaries upon of any Person, except for a change non-material agreement or contract entered into in control thereofthe ordinary course of business; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (viiN) which relates to capital expenditures and involves future payments in excess of $10,000 individually a partnership or $50,000 in the aggregate; joint venture or similar arrangement, (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ixO) which is not terminable on sixty a lease for any real or material personal property owned or presently used by the Company or any of its Subsidiaries, (60) days or less notice and involving the payment of more than $25,000 per annum; or (xP) which materially restricts the conduct of any business by the Company of or any of its Subsidiaries or limits the freedom of the Company or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires the Company or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, (Q) relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) entered into since December 31, 2018 (other than solely with respect to the acquisition or sale of OREO in the ordinary course of business), (R) to which any officer, director of the Company or Company Bank, or any holder of five percent (5.0%) or more of the outstanding Company Common Stock, or any of their immediate family members or Affiliates, is a party, or (S) which is with respect to, or otherwise commits the Company or any of its Subsidiaries to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of the Company’s Disclosure Schedule, no consents, approvals, ​ ​ notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of the Company’s and Company has previously delivered to Buyer trueBank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete and correct copies of each all such documentMaterial Contracts have been made available to First Foundation as of the date hereof.

Material Contracts; Defaults. (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in on Company Disclosure Schedule 3.133.13(a), neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) or amendment thereto (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of the Company or any of its Subsidiaries to indemnification from the Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer offer, or similar right with respect to any material assets or properties of the Company and or Subsidiaries; , (v) which provides for payments to be made by the Company or any of its Subsidiaries upon a change in control thereof; control, (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; 100,000, (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; 100,000, (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business; , (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 100,000 per annum; , or (x) which materially restricts the conduct of any business by the Company of any of its Subsidiaries (collectively, “Material Contracts”). The Company has previously delivered made available to Buyer true, complete complete, and correct copies of each such documentMaterial Contract.

Material Contracts; Defaults. (ai) Other than as disclosed in the Company Reports filed prior to the date hereof or as set Set forth in Company Section 5.03(k)(i) of the CNB Disclosure Schedule 3.13is a list that includes each of the following agreements, neither Company nor any of its Subsidiaries contracts, arrangements, commitments or understandings (whether written or oral) that CNB is a party to, bound by or subject to any agreement(collectively, contract“Material Contracts”), arrangement, commitment or understanding (whether written or oral) (iA) with respect to the employment of any of its directors, officers, employees or consultants, (iiB) which would entitle any present or former director, officer, employee or agent of Company CNB or any of its Subsidiaries other Person to indemnification from Company or any of its SubsidiariesCNB, (iiiC) the benefits which is a material contract (as defined in Item 601(b)(10) of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any Regulation S-K of the transactions contemplated by this AgreementSEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementmore than $20,000 per annum, (ivE) which is with or to a labor union or guild (including any collective bargaining agreement), (F) which relates to the incurrence of indebtedness (other than deposit liabilities, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (G) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or properties businesses of Company and or Subsidiaries; CNB, (vH) which provides for payments to be made by Company involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 in all such cases, other than purchases and sales of its Subsidiaries upon a change investment securities and loans in control thereof; the ordinary course of business consistent with past practices, (viI) which provides for the lease payment by CNB of personal property having payments upon a value in excess change of $25,000 individually or $100,000 in the aggregate; control thereof, (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ixJ) which is not terminable on sixty a lease for any real or material personal property owned or presently used by CNB, (60) days or less notice and involving the payment of more than $25,000 per annum; or (xK) which materially restricts the conduct of any business by Company CNB or limits the freedom of CNB to engage in any line of business in any geographic area (or would so restrict the Surviving Bank or any of its Subsidiaries affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires CNB to offer specified products or services to their customers or depositors on a priority or exclusive basis, or (collectivelyL) which is with respect to, “Material Contracts”). Company has previously delivered or otherwise commits CNB to Buyer truedo, complete and correct copies any of each such documentthe foregoing.

Material Contracts; Defaults. (a) Other than Except as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13Section 3.13(a), neither Company the Bank nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company the Bank or any of its Subsidiaries to indemnification from Company the Bank or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and the Bank or its Subsidiaries; (v) which provides for payments to be made by Company the Bank or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 50,000 individually or $100,000 125,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 50,000 individually or $50,000 125,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course Ordinary Course of Company’s businessBusiness of the Bank or any of its Subsidiaries; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 50,000 per annum; or (x) which materially restricts the conduct of any business by Company of the Bank or any of its Subsidiaries (collectively, “Material Contracts”). Company Parent has previously delivered made available to Buyer true, complete and correct copies of each such documentMaterial Contract.

Material Contracts; Defaults. (a) Other than Except as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13Section 3.13(a), neither Company the Bank nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company the Bank or any of its Subsidiaries to indemnification from Company the Bank or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and the Bank or its Subsidiaries; (v) which provides for payments to be made by Company the Bank or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 50,000 individually or $100,000 125,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 50,000 individually or $50,000 125,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course Ordinary Course of Company’s businessBusiness of the Bank or any of its Subsidiaries; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of the Bank or any of its Subsidiaries (collectively, “Material Contracts”). Company Parent has previously delivered made available to Buyer true, complete and correct copies of each such documentMaterial Contract.

Material Contracts; Defaults. (a) Other than Except as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule Section 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or its Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 10,000 individually or $100,000 25,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 25,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course Ordinary Course of Company’s businessBusiness of Company or any of its Subsidiaries; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of or any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered made available to Buyer true, complete and correct copies of each such documentMaterial Contract.