Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. (a) Other than as set forth in HVBC Disclosure Schedule 3.15 or as filed with the HVBC SEC Documents, none of HVBC or 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 or service of any current or former employees, or directors of HVBC or any of its Subsidiaries; (ii) which would entitle any current or former employee, director, other individual service provider or agent of HVBC or any of its Subsidiaries to indemnification from HVBC or such Subsidiaries; (iii) any agreement, arrangement, or commitment (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC or any of its Subsidiaries to any employee, director, or other individual service provider thereof; (iv) which is not terminable on sixty (60) days or less notice and involving the payment of more than $50,000 per annum; (v) is material to the financial condition, results of operations or business of HVBC or any of its Subsidiaries; (vi) is a Lease; or (vii) which materially restricts the conduct of any business by HVBC. HVBC has previously delivered or made available to CZFS true, complete and correct copies of each such document. Each contract, arrangement, commitment or understanding of the type of described in this Section 3.15(a), whether or not set forth on HVBC Disclosure Schedule 3.15 is referred to herein as a “Material Contract.” (b) To its Knowledge, none of HVBC or any of its Subsidiaries is in default under any Material Contract, 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 HVBC or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (a) Other than as set forth in HVBC Salisbury Disclosure Schedule 3.15 3.14 or as filed with the HVBC Salisbury SEC Documents, none of HVBC Salisbury or 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 or service of any current or former employees, or directors of HVBC Salisbury or any of its Subsidiaries; (ii) which would entitle any current or former employee, director, other individual service provider or agent of HVBC Salisbury or any of its Subsidiaries to indemnification from HVBC Salisbury or such Subsidiaries; (iii) any agreement, arrangement, or commitment (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC Salisbury or any of its Subsidiaries to any current or former employee, director, or other individual service provider thereof; (iv) which is not terminable on sixty (60) days or less notice and involving the payment of more than $50,000 100,000 per annum; (v) is material to the financial condition, results of operations or business of HVBC Salisbury or any of its Subsidiaries; (vi) is a Lease; or (vii) which materially restricts the conduct of any business by HVBCXxxxxxxxx. HVBC Salisbury has previously delivered or made available to CZFS NBT true, complete and correct copies of each such document. Each contract, arrangement, commitment or understanding of the type of described in this Section 3.15(a3.14(a), whether or not set forth on HVBC Salisbury Disclosure Schedule 3.15 3.14 is referred to herein as a “Material Contract.” (b) To its Knowledge, none of HVBC or neither Salisbury nor any of its Subsidiaries is in default under any Material Contract, 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 HVBC Xxxxxxxxx or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (a) Other than as set forth in HVBC Exxxx Disclosure Schedule 3.15 3.14 or as filed with the HVBC Exxxx SEC Documents, none of HVBC Exxxx or 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 or service of any current or former employees, or directors of HVBC Exxxx or any of its Subsidiaries; (ii) which would entitle any current or former employee, director, other individual service provider or agent of HVBC Exxxx or any of its Subsidiaries to indemnification from HVBC Exxxx or such Subsidiaries; (iii) any agreement, arrangement, or commitment (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC Exxxx or any of its Subsidiaries to any current or former employee, director, or other individual service provider thereof; (iv) which is not terminable on sixty (60) days or less notice and involving the payment of more than $50,000 100,000 per annum; (v) is material to the financial condition, results of operations or business of HVBC Exxxx or any of its Subsidiaries; (vi) is a Lease; or (vii) which materially restricts the conduct of any business by HVBCExxxx. HVBC Exxxx has previously delivered or made available to CZFS NBT true, complete and correct copies of each such document. Each contract, arrangement, commitment or understanding of the type of described in this Section 3.15(a3.14(a), whether or not set forth on HVBC Exxxx Disclosure Schedule 3.15 3.14 is referred to herein as a “Material Contract.” (b) To its Knowledge, none of HVBC or neither Exxxx nor any of its Subsidiaries is in default under any Material Contract, 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 HVBC Exxxx or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (a) Other than as set forth in HVBC Wellesley Disclosure Schedule 3.15 or as filed with the HVBC Wellesley SEC Documents, none of HVBC Wellesley or 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 or service of any current or former employees, or directors of HVBC Wellesley or any of its Subsidiaries; (ii) which would entitle any current or former employee, director, other individual service provider or agent of HVBC Wellesley or any of its Subsidiaries to indemnification from HVBC Wellesley or such Subsidiaries; (iii) any agreement, arrangement, or commitment (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC Wellesley or any of its Subsidiaries to any employee, director, or other individual service provider thereof; (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment of more than $50,000 25,000 per annum; (v) any agreement, arrangement, or commitment that is material to the financial condition, results of operations or business of HVBC Wellesley or any of its Subsidiaries; or (vi) is a Lease; or (vii) which materially restricts the conduct of any business by HVBCWellesley. HVBC Wellesley has previously delivered or made available to CZFS Cambridge true, complete and correct copies of each such document. Each contract, arrangement, commitment or understanding of the type of described in this Section 3.15(a), whether or not set forth on HVBC Wellesley Disclosure Schedule 3.15 is referred to herein as a “Material Contract.” (b) To its Knowledge, none of HVBC Wellesley or any of its Subsidiaries is in default under any Material Contractmaterial contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its 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 HVBC Wellesley or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (ai) Other than as Except for documents set forth in HVBC Section 5.03(k)(i) of HEOP’s Disclosure Schedule 3.15 or as filed with the HVBC SEC DocumentsSchedule, none of HVBC or neither HEOP 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 or service of any current or former of its directors, officers, employees, or directors with regards to the provision of HVBC services similar to those provided by an employee, independent contractors or any consultants and involving the payment or value of its Subsidiaries; more than $50,000 per annum, (iiB) which would entitle any current present or former director, officer, employee, directorindependent contractor, other individual service provider consultant or agent of HVBC HEOP or any of its Subsidiaries to indemnification from HVBC HEOP or such any of its Subsidiaries; , (iiiC) any agreement, arrangement, or commitment (whether written or oral) which, upon which provides for the consummation of the transactions contemplated payment by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC HEOP or any of its Subsidiaries to any employee, director, of severance or other individual service provider thereof; (iv) which is not terminable on sixty (60) days compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or less notice and other business combination transaction involving the payment of more than $50,000 per annum; (v) is material to the financial condition, results of operations or business of HVBC HEOP or any of its Subsidiaries; , including but not limited to, the Transaction, (viD) which would be a material (ii) Each of the Material Contracts is in full force and effect (other than due to the ordinary expiration thereof) and is a Lease; valid and binding obligation of HEOP or its Subsidiaries and, to HEOP’s Knowledge, is a valid and binding obligation of the other parties thereto, enforceable against HEOP or its Subsidiaries, and to HEOP’s Knowledge, the other parties thereto, in accordance with its terms (viiin each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). HEOP and its Subsidiaries (as applicable) which materially restricts the conduct of have performed, in all material respects, all obligations required to be performed by them under each Material Contract. Neither HEOP or its Subsidiaries nor, to HEOP’s Knowledge, any business by HVBC. HVBC has previously delivered or made available to CZFS trueother parties thereto, complete and correct copies of each such document. Each is in material default under any contract, agreement, commitment, arrangement, commitment lease, insurance policy or understanding of the type of described in this Section 3.15(a)other instrument to which they are a party, whether by which their respective assets, business, or not set forth on HVBC Disclosure Schedule 3.15 is referred to herein as a “Material Contract.” (b) To its Knowledgeoperations may be bound or affected, none of HVBC or any of its Subsidiaries is in default under any Material Contractwhich their respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or (iii) Section 5.03(k)(iii) of HEOP’s Disclosure Schedule sets forth a schedule of all holders of five percent or the giving more of notice or both, would constitute such a default. No power HEOP Common Stock and executive officers and directors of attorney or similar authorization given directly or indirectly by HVBC HEOP and its Subsidiaries who have outstanding loans from HEOP or any of its Subsidiaries is currently outstandingSubsidiaries, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

Material Contracts; Defaults. (a) Other than as set forth in HVBC Xxxxx Disclosure Schedule 3.15 3.14 or as filed with the HVBC Xxxxx SEC Documents, none of HVBC Xxxxx or 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 or service of any current or former employees, or directors of HVBC Xxxxx or any of its Subsidiaries; (ii) which would entitle any current or former employee, director, other individual service provider or agent of HVBC Xxxxx or any of its Subsidiaries to indemnification from HVBC Xxxxx or such Subsidiaries; (iii) any agreement, arrangement, or commitment (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC Xxxxx or any of its Subsidiaries to any current or former employee, director, or other individual service provider thereof; (iv) which is not terminable on sixty (60) days or less notice and involving the payment of more than $50,000 100,000 per annum; (v) is material to the financial condition, results of operations or business of HVBC Xxxxx or any of its Subsidiaries; (vi) is a Lease; or (vii) which materially restricts the conduct of any business by HVBCXxxxx. HVBC Xxxxx has previously delivered or made available to CZFS NBT true, complete and correct copies of each such document. Each contract, arrangement, commitment or understanding of the type of described in this Section 3.15(a3.14(a), whether or not set forth on HVBC Xxxxx Disclosure Schedule 3.15 3.14 is referred to herein as a “Material Contract.” (b) To its Knowledge, none of HVBC or neither Xxxxx nor any of its Subsidiaries is in default under any Material Contract, 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 HVBC Xxxxx or any of its Subsidiaries is currently outstanding.

Material Contracts; Defaults. (a) Other than as set forth in HVBC CBBC Disclosure Schedule 3.15 or as filed with the HVBC SEC Documents3.14, none of HVBC CBBC or 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 or service of any current directors, officers, employees or former employees, or directors of HVBC or any of its Subsidiariesconsultants; (ii) which would entitle any current present or former employee, director, other individual service provider officer, employee or agent of HVBC CBBC or any of its Subsidiaries to indemnification from HVBC CBBC or such Subsidiaries; (iii) any agreement, arrangement, or commitment (whether written or oral) which, upon the consummation of the transactions contemplated by this Agreement would result in any payment (whether of change in control, bonus, retention bonus, severance pay or otherwise) becoming due from HVBC CBBC or any of its Subsidiaries to any employee, director, officer or other individual service provider employee thereof; (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment of more than $50,000 25,000 per annum; (v) any agreement, arrangement, or commitment that is material to the financial condition, results of operations or business of HVBC CBBC or any of its Subsidiaries; or (vi) is a Lease; or (vii) which materially restricts the conduct of any business by HVBCCBBC. HVBC CBBC has previously delivered or made available to CZFS SBBX true, complete and correct copies of each such document. Each contract, arrangement, commitment or understanding of the type of described in this Section 3.15(a3.14(a), whether or not set forth on HVBC CBBC Disclosure Schedule 3.15 3.14 is referred to herein as a “Material Contract.” (b) To its Knowledge, none of HVBC CBBC or any of its Subsidiaries is not in default under any Material Contractcontract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its 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 HVBC CBBC or any of its Subsidiaries is currently outstanding.