Common use of Material Contracts; Leases; Defaults Clause in Contracts

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in Hamptons Disclosure Schedule 4.9.1, Hamptons is not 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 Hamptons, except for “at will” arrangements; (ii) any plan, material arrangement or contract 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 Hamptons; (iii) any collective bargaining agreement with any labor union relating to employees of Hamptons; (iv) any agreement which by its terms limits the payment of dividends by Hamptons; (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 Hamptons 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 Bridge or any Bridge Subsidiary; (vi) any other agreement, written or oral, that obligates Hamptons 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 (vii) 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 Hamptons (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in Hamptons Disclosure Schedule FMBT DISCLOSURE SCHEDULE 4.9.1, Hamptons neither FMBT nor any FMBT Subsidiary is not 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 HamptonsFMBT or any FMBT Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement plan or contract 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 HamptonsFMBT or any FMBT Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of HamptonsFMBT or any FMBT Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by HamptonsFMBT or any FMBT 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 Hamptons FMBT or any FMBT Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, FHLB advances, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts established in the ordinary course of business 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 Bridge PFS or any Bridge PFS Subsidiary; (vi) any other agreement, written or oral, that obligates Hamptons FMBT or any FMBT 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, 100,000 annually; or (vii) 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 Hamptons FMBT or any FMBT Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. 4.9.1 Except as set forth in Hamptons PSBK Disclosure Schedule 4.9.1, Hamptons PSBK is not a party to or nor subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of HamptonsPSBK, except for “at will” arrangements; (ii) any plan, material arrangement or contract 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 HamptonsPSBK; (iii) any collective bargaining agreement with any labor union relating to employees of HamptonsPSBK; (iv) any agreement which by its terms limits the payment of dividends by HamptonsPSBK; (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 Hamptons PSBK is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB the Federal Reserve Bank 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 Bridge FCAL or any Bridge SubsidiaryFCB; (vi) except for items listed on PSBK Disclosure Schedule 4.16 and loans and other extensions of credit made by PSBK in the ordinary course of its business, any other agreement, written or oral, that obligates Hamptons PSBK for the payment of more than $25,000 100,000 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 (vii) 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 Hamptons PSBK (it being understood that any non-compete or similar provision shall be deemed material).

Material Contracts; Leases; Defaults. 4.9.1. Except as set forth in Hamptons First Star Disclosure Schedule 4.9.1, Hamptons neither First Star nor any First Star Subsidiary is not 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 HamptonsFirst Star or any First Star Subsidiary, except for “at will” arrangements; (ii) any plan, material arrangement or contract 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 HamptonsFirst Star or any First Star Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of HamptonsFirst Star or any First Star Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by HamptonsFirst Star or any First Star 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 Hamptons First Star or any First Star 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 Bridge ESSA or any Bridge ESSA Subsidiary; (vi) any other agreement, written or oral, that obligates Hamptons First Star or any First Star 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 paymentpayment (other than agreements for commercially available “off-the- shelf” software), or (vii) 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 Hamptons First Star or any First Star Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).