Material Contracts; Leases; Defaults. 4.9.1 Except as set forth in BSFI Disclosure Schedule 4.9.1, neither BSFI nor any BSFI Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, employee or consultant of BSFI or any BSFI Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements for or with any past or present officers, directors, employees or consultants of BSFI or any BSFI Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of BSFI or any BSFI Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by BSFI or any BSFI Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $50,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which BSFI or any BSFI Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one year, repurchase agreements, bankers’ acceptances, and transactions in “federal funds” or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to BSFI or any BSFI Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on 60 days’ notice or less without penalty or payment, or that obligates BSFI or any BSFI Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term; or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits the conduct of business by BSFI or any BSFI Subsidiary.
4.9.2 Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, is listed in BSFI Disclosure Schedule 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated b...
Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in SBBX Disclosure Schedule 4.8.1, neither SBBX nor any SBBX Subsidiary is a party to or subject to: (i) any employment agreement, change in control agreement, consulting or severance agreement with any past (but only to the extent obligations of SBBX or any SBBX Subsidiary remain outstanding thereunder) or present officer or director of SBBX or any SBBX Subsidiary, except for “at will” arrangements; (ii) any collective bargaining agreement with any labor union relating to employees of SBBX or any SBBX Subsidiary; (iii) any agreement which by its terms limits the payment of dividends by SBBX or any SBBX Subsidiary; (iv) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which SBBX or any SBBX Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to PFS, Provident Bank or any PFS Subsidiary; (v) any other agreement, written or oral, that obligates SBBX or any SBBX Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment, (vi) that is a material intellectual property license or under which SBBX or any SBBX Subsidiary has licensed to others the right to use any intellectual property owned by SBBX or any SBBX Subsidiary, other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that have not been modified or customized for SBBX or any SBBX Subsidiary other than through customization tools made available by the applicable licensor, (vii) that provides any rights to shareholders of SBBX, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to SBBX’s or any SBBX Subsidiary’s Board of Directors or (viii) any agreement (other than this Agreement), contract, arrangement, commitme...
Material Contracts; Leases; Defaults. (a) Except as set forth in First Franklin Disclosure Schedule 3.08(a), and except for this Agreement, and the restrictions on dividend payments promulgated under the rules and regulations of the OTS and the Department, neither First Franklin nor Franklin Savings, nor any Subsidiary, is a party to, bound by or subject to (i) any agreement, contract, arrangement, commitment or understanding (whether written or oral) that is a Material Contract; (ii) any collective bargaining agreement with any labor union relating to employees of First Franklin or Franklin Savings; (iii) any agreement which by its terms limits the payment of dividends by First Franklin or Franklin Savings; (iv) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which First Franklin or Franklin Savings is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB of Cincinnati advances, bankers’ acceptances, “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Merger Effective Date to Cheviot Financial or any Cheviot Financial Subsidiary; (v) any contract (other than this Agreement) limiting the ability, in any material respect, of First Franklin or Franklin Savings to engage in any type of banking or bank-related business which First Franklin or Franklin Savings is permitted to engage in under applicable law as of the date of this Agreement or (vi) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by First Franklin or Franklin Savings (it being understood that any Regulatory Agreement or any non-compete or similar provision shall be deemed material). Except as set forth in First Franklin Disclosure Schedule 3.08(b), neither First Franklin nor Franklin Savings is in default in any material respect under any material 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 bou...
Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in REGAL BANCORP DISCLOSURE SCHEDULE 4.8.1, neither Regal Bancorp nor any Regal Bancorp Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Regal Bancorp or any Regal Bancorp Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract providing for bonuses, pensions, options, equity awards, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Regal Bancorp or any Regal Bancorp Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Regal Bancorp or any Regal Bancorp Subsidiary; (iv) any agreement that by its terms limits the payment of dividends by Regal Bancorp or any Regal Bancorp Subsidiary; (v) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Regal Bancorp or any Regal Bancorp Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, bankers’ acceptances, Federal Home Loan Bank advances and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or that contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) that would be applicable on or after the Closing Date to SR Bancorp or any SR Bancorp Subsidiary; (vi) any agreement that relates to capital expenditures and involves future payments in excess of $50,000, (vii) any agreement that relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of it business, (viii) any other agreement, written or oral, that obligates Regal Bancorp or any Regal Bancorp Subsidiary to pay more than $25,000 annually or to pay more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), (ix) that is a lease or license with respect to any property, real or personal, whether as landlord, tenant, licenso...
Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in YARDVILLE DISCLOSURE SCHEDULE 4.9.1, neither Yardville nor any Yardville Subsidiary is a party to or subject to any contract, arrangement, commitment or understanding (whether written or oral): (i) with any past or present officer, director or employee of Yardville or any Yardville Subsidiary pertaining to employment, consulting or severance or any other material arrangement; (ii) providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Yardville or any Yardville Subsidiary; (iii) with any labor union relating to employees of Yardville or any Yardville Subsidiary (including any collective bargaining agreement); (iv) which by its terms limits the payment of dividends by Yardville or any Yardville Subsidiary; (v) evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Yardville or any Yardville Subsidiary is an obligor to any Person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or material restrictions (other than prepayment penalties and those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to Acquirer or any Acquirer Subsidiary; (vi) with a vendor of products or services, written or oral, that obligates Yardville or any Yardville Subsidiary for the payment of more than $50,000 annually or for the payment of more than $200,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or premium, (vii) that purports to restrict or limit in any way (including any non-compete, exclusive dealing or similar provision) the conduct of business (or the localities in which such business is conducted) or the solicitation of customers by Yardville or any Yardville Subsidiary or, following consummation of the Merger, Acquirer or its Subsidiaries, (viii) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K o...
Material Contracts; Leases; Defaults. Neither Brookline Bancorp nor any Brookline Bancorp Subsidiary is a party to or subject to: (i) any collective bargaining agreement with any labor union relating to employees of Brookline Bancorp or any Brookline Bancorp Subsidiary; nor (ii) any agreement which by its terms limits the payment of dividends by Brookline Bancorp or any Brookline Bancorp Subsidiary.
Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in Colonial Financial DISCLOSURE SCHEDULE 4.9.1, neither Colonial Financial nor any Colonial Financial Subsidiary is a party to or subject to: (i) any agreement which by its terms limits the payment of dividends by Colonial Financial or any Colonial Financial Subsidiary; (ii) any collective bargaining agreement with any labor union relating to employees of Colonial Financial or any Colonial Financial Subsidiary; (iii) any instrument evidencing or related to material indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Colonial Financial or any Colonial Financial Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances, repurchase agreements, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business and transactions in “federal funds” or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) which would be applicable on or after the Closing Date to Cape Bancorp or any Cape Bancorp Subsidiary; (iv) any other agreement, written or oral, that obligates Colonial Financial or any Colonial Financial Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment; or (v) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Colonial Financial or any Colonial Financial Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).
4.9.2. Each real estate lease that will require the consent of the lessor or its agent as a result of the Merger by virtue of the terms of any such lease, is listed in Colonial Financial DISCLOSURE SCHEDULE 4.9.2 identifying the section of the lease that contains such prohibition or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, to its Knowledge, neither Colonial Financial nor any Colonial Financial Subsidiary is in default in any material respect under any material contract, agreement, commitment, a...
Material Contracts; Leases; Defaults. 5.9.1 True and correct copies of agreements, contracts, arrangements and instruments referred to in Sections 5.9.1 have been made available FENB on or before the Agreement Date, are listed on CUNB Disclosure Schedule 5.9.1 and are in full force and effect on the Agreement Date and CUNB (and, to the Knowledge of CUNB, any other party to any such contract, arrangement or instrument) has not materially breached any provision of, or is in default in any respect under any term of, any such contract, arrangement or instrument.
(i) Except as listed on CUNB Disclosure Schedule 5.9.1, no party to any material contract, arrangement or instrument will have the right to terminate any or all of the provisions of any such contract, arrangement or instrument as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement.
(ii) Except as set forth in CUNB Disclosure Schedule 5.9.1, no plan, contract, employment agreement, termination agreement, or similar agreement or arrangement to which CUNB is a party or under which CUNB may be liable contains provisions which permit an employee or independent contractor to terminate it without cause and continue to accrue future benefits thereunder.
(iii) Except as set forth in CUNB Disclosure Schedule 5.9.1, no such agreement, plan, contract, or arrangement (i) provides for acceleration in the vesting of benefits or payments due thereunder upon the occurrence of a change in ownership or control of CUNB or upon the occurrence of a subsequent event; or (ii) requires CUNB to provide a benefit in the form of CUNB Common Stock or determined by reference to the value of CUNB Common Stock.
5.9.2 Since December 31, 2013, through and including the Agreement Date, except as listed on CUNB Disclosure Schedule 5.9.2, a copy which has been made available to FENB, CUNB and CUB have not:
(i) made any material change in the credit policies or procedures of CUNB, the effect of which was or is to make any such policy or procedure less restrictive in any material respect;
(ii) granted any options to purchase shares of CUNB Common Stock, or any right to acquire any shares of its capital to any executive officer, director or employee under CUNB Compensation and Benefit Plans;
(iii) made any material acquisition or disposition of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments;
(iv) changed any accounting methods, principles or pr...
Material Contracts; Leases; Defaults. Except as set forth in Northwest Bancshares Disclosure Schedule 5.19, neither Northwest Bancshares nor any Northwest Bancshares Subsidiary is a party to or subject to: any agreement which by its terms limits the payment of dividends by Northwest Bancshares or any Northwest Bancshares Subsidiary.
Material Contracts; Leases; Defaults. Ownership of Property; Insurance Coverage.
