Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. (i) Except for documents listed as exhibits to the Company's SEC Documents, 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) (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 its Subsidiaries to indemnification from the Company or its Subsidiaries, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company's SEC Documents, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice and involving the payment of more than $50,000 per annum or (v) which materially restricts the conduct of any business by the Company or any of its Subsidiaries. The Company has previously delivered to Parent true and correct copies of each such document. (ii) Neither the Company nor any of its Subsidiaries is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by the Company or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (i) Except for documents listed as exhibits to the Company's SEC Documents, neither Neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding Contract (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 the Company or its Subsidiaries to indemnification from the Company or its Subsidiaries, (iii) which that is a “material contract (as defined in contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K of the SEC) to be performed after the date of this Agreement and that has not been filed or incorporated by reference in the Company's SEC Documents, (iv) which is as an exhibit to a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice and involving the payment of more than $50,000 per annum Company Report or (vii) that purports to limit in any material respect either the type of business in which materially restricts the conduct of any business by the Company or any of its Subsidiaries (or, after giving effect to the Merger, Parent or any of its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business. The Company has previously delivered to Parent true and correct copies of each such document. (ii) Neither the Company nor any of its Subsidiaries is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument Contracts to which it any such entity is a party, by which it or its respective assets, business or operations may be bound or affected or under which it or its assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by the Company or any Subsidiary of its Subsidiaries the Company is currently outstanding. Schedule 5.02(k) of the Company Disclosure Schedule sets forth a true and complete list of (x) all Contracts pursuant to which consents or waivers are or may be required and (y) all notices which are or may be required to be given, in each case, prior to the performance by the Company of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby.

Material Contracts; Defaults. (iExcept as set forth on Section 5.02(k) Except for documents listed as exhibits to of the Company's SEC DocumentsCompany Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding Contract (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 the Company or its Subsidiaries to indemnification from the Company or its Subsidiaries, (iii) which that is a “material contract (as defined in contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company's SEC Documents, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice and involving the payment of more than $50,000 per annum or (vii) that purports to limit in any material respect either the type of business in which materially restricts the conduct of any business by the Company or any of its Subsidiaries (or, after giving effect to the Merger, Parent or any of its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business. The Company has previously delivered to Parent true and correct copies of each such document. (ii) Neither the Company nor any of its Subsidiaries is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument Contracts to which it any such entity is a party, by which it or its respective assets, business or operations may be bound or affected or under which it or its assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by the Company or any Subsidiary of its Subsidiaries the Company is currently outstanding. Schedule 5.02(k) of the Company Disclosure Schedule sets forth a true and complete list of (x) all Contracts pursuant to which consents or waivers are or may be required and (y) all notices which are or may be required to be given, in each case, prior to the performance by the Company of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby.

Material Contracts; Defaults. (i) Except for documents listed as exhibits to the Company's SEC DocumentsDocuments and for this Agreement, including the Annexes hereto, 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) ) (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 its Subsidiaries to indemnification from the Company or its Subsidiaries, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company's SEC Documents, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice and involving the payment of more than $50,000 per annum or (v) which materially restricts the conduct of any business by the Company or any of its SubsidiariesSubsidiaries (collectively, "Material Contracts"). The Company has previously delivered or made available to Parent true and correct copies of each such document. (ii) Neither the Company nor any of its Subsidiaries is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and and, to the Company's knowledge, there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by the Company or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (i) Except for documents listed as exhibits to the Company's SEC DocumentsHawthorne’s Securities Documents or as Previously Disclosed, neither the Company Hawthorne 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 of its directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of the Company Hawthorne or any of its Subsidiaries to indemnification from the Company Hawthorne or any of its Subsidiaries, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company's SEC Documents), (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice and involving the payment of more than $50,000 per annum or (v) which materially restricts the conduct of any business by the Company Hawthorne or by any of its SubsidiariesSubsidiaries (collectively, “Material Contracts”). The Company Hawthorne has previously delivered Previously Disclosed and made available to Parent true and correct copies of each such documentMaterial Contract. (ii) Neither the Company Hawthorne nor any of its Subsidiaries is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by the Company Hawthorne or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (i) Except for documents listed as exhibits to set forth in Section 5.01(m)(i) of the Company's SEC DocumentsCompany Disclosure Schedule, 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 directors, officers, employees or consultants, (iiB) which would entitle any present or former director, officer, employee or agent of the Company or its Subsidiaries to indemnification from the Company or its Subsidiaries, (iiiC) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company's SEC DocumentsAgreement, (ivD) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 sixty (60) days or less notice and involving the payment of more than $50,000 per annum or (vE) which materially restricts the conduct of any business by the Company or any of its SubsidiariesSubsidiaries (collectively, “Material Contracts”). The Company has previously delivered to Parent true true, complete and correct copies of each such document. (ii) Neither the Company nor any of its Subsidiaries is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by the Company or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (i) Except for documents listed as exhibits to the Company's SEC Documents, neither 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 directors, officers, employees or consultants, (iiB) which would entitle any present or former director, officer, employee or agent of the Company or its Subsidiaries to indemnification from the Company or its Subsidiaries, (iiiC) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company's SEC DocumentsAgreement, (ivD) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 sixty (60) days or less notice and involving the payment of more than $50,000 per annum or (vE) which materially restricts the conduct of any business by the Company or any of its SubsidiariesSubsidiaries (collectively, “Material Contracts”). The Company has previously delivered to Parent true true, complete and correct copies of each such document. (ii) Neither the Company nor any of its Subsidiaries is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by the Company or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (i) Except for documents listed as exhibits to the Company's SEC DocumentsPreviously Disclosed, neither the Company nor any of its Subsidiaries Rancho Bank is not 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 or consultants, (iiB) which would entitle any present or former director, officer, employee or agent of the Company or its Subsidiaries Rancho Bank to indemnification from the Company or its SubsidiariesRancho Bank, (iiiC) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company's SEC DocumentsAgreement, (ivD) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice and involving the payment of more than $50,000 per annum or (vE) which materially restricts the conduct of any business by the Company or any of its SubsidiariesRancho Bank (collectively, “Material Contracts”). The Company Rancho Bank has previously delivered Previously Disclosed and made available to Parent true and correct copies of each such documentMaterial Contract. (ii) Neither the Company nor any of its Subsidiaries Rancho Bank is not in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by the Company or any of its Subsidiaries Rancho Bank is currently outstanding.

Material Contracts; Defaults. (i) Except for documents listed as exhibits to the Company's SEC DocumentsDocuments and for this Agreement, including the Annexes hereto, 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) (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 its Subsidiaries to indemnification from the Company or its Subsidiaries, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company's SEC Documents, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice and involving the payment of more than $50,000 per annum or (v) which materially restricts the conduct of any business by the Company or any of its SubsidiariesSubsidiaries (collectively, "Material Contracts"). The Company has previously delivered or made available to Parent true and correct copies of each such document. (ii) Neither the Company nor any of its Subsidiaries is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and and, to the Company's knowledge, there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by the Company or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (i) Except for documents listed as exhibits to the Company's SEC Documents, 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) (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 its Subsidiaries to indemnification from the Company or its Subsidiaries, (iii) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company's SEC Documents, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice and involving the payment of more than $50,000 per annum or (v) which materially restricts the conduct of any business by the Company or any of its SubsidiariesSubsidiaries (collectively, "Material Contracts"). The Company has previously delivered Previously Disclosed and made available to Parent true and correct copies of each such document. (ii) Neither the Company nor any of its Subsidiaries is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by the Company or any of its Subsidiaries is currently outstanding.