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

Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in CBH Disclosure Schedule 4.8.1, neither CBH nor any CBH Subsidiary is a party to or subject to: (a) any employment, consulting or severance contract, “change in control” or termination contract or arrangement with any past or present officer, director, employee or independent contractor of CBH or any CBH Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) except for “at will” arrangements; (b) any agreement containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality or any other such restrictive covenants; (c) 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 independent contractors of CBH or any CBH Subsidiary; (d) any collective bargaining agreement with any labor union relating to employees of CBH or any CBH Subsidiary; (e) any agreement which by its terms limits the payment of dividends by CBH or any CBH Subsidiary; (f) any instrument evidencing or related to 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 CBH or any CBH 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 BMBC or any BMBC Subsidiary; (g) any other agreement, written or oral, that obligates CBH or any CBH Subsidiary 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 (other than agreements for commercially available “off-the-shelf” software), (h) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits the conduct of business by CBH or any CBH Subsidiary; (i) any contract, plan or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any lease for real property; (k) any contract or arrangement with any broker-dealer or investment adviser; (l) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (m) any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (n) any other material agreement.

Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in CBH RBPI Disclosure Schedule 4.8.1, neither CBH RBPI nor any CBH RBPI Subsidiary is a party to to, bound by or subject to: to any agreement, contract, instrument, plan, arrangement, commitment or understanding (whether written or oral): (a) any with respect to the employment, consulting or severance contractconsulting, severance, retention, “change in control” or termination contract or arrangement with of any past or present officer, director, manager, member, partner, employee or independent contractor of CBH RBPI or any CBH RBPI Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) ), except for “at will” arrangements; (b) any agreement containing provisions relating to non-competitionnon‑competition, employee non-solicitationnon‑solicitation, customer or client non-solicitation non‑solicitation or no-piracyno‑piracy, confidentiality or otherwise restricting or limiting the conduct of business by RBPI or any RBPI Subsidiary (other such restrictive covenantsthan this Agreement), or granting any right of first refusal, right of first offer or similar right with respect to material assets of RBPI or any RBPI Subsidiary or limiting (or purporting to limit) the ability of RBPI or any RBPI Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; (c) 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, managers, members, partners, employees or independent contractors of CBH RBPI or any CBH RBPI Subsidiary; (d) any collective bargaining agreement with any labor union relating to employees of CBH RBPI or any CBH RBPI Subsidiary; (e) any agreement which by its terms limits the payment of dividends by CBH RBPI or any CBH RBPI Subsidiary; (f) any instrument evidencing or related to 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 CBH RBPI or any CBH RBPI Subsidiary is an obligor to any person, except those which instrument evidences evidence or relates relate 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 Ordinary Course of business consistent with past practice, or which contains Business; (g) containing 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 BMBC or any BMBC Subsidiary; (gh) any other agreement, written or oral, that obligates CBH obligating RBPI or any CBH RBPI Subsidiary 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 (other than agreements for commercially available “off-the-shelfoff‑the‑shelf” software), (h) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits the conduct of business by CBH or any CBH Subsidiary; (i) any contract, plan or arrangement which provides providing for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any relating to the lease for real property; (k) any contract or arrangement with any broker-dealer broker‑dealer or investment adviser; (l) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (m) any contract or arrangement with, or membership in, with respect to any local clearing house or self-regulatory self‑regulatory organization; (n) with respect to the settlement of any litigation or other adversarial proceeding; or (no) any other material agreementrequired to be filed on RBPI’s Annual Report on Form 10‑K for the year ended December 31, 2015 or for the year ended December 31, 2016.

Material Contracts; Leases; Defaults. 4.8.1. (a) Except as set forth in CBH the Disclosure Schedule 4.8.1Letter, neither CBH Seller nor any CBH Seller Subsidiary is a party to or subject to: (ai) any employment, consulting or severance contract, “change in control” or termination contract or arrangement with any past or present officer, director, director or employee or independent contractor of CBH Seller or any CBH Seller Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) except for “at will” arrangements; (bii) any agreement containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality or any other such restrictive covenants; (c) any plan, arrangement plan or contract providing for bonuses, pensions, options, or other equity deferred compensation, retirement payments, profit sharing sharing, insurance benefits, death benefits, health, medical or disability benefits or similar material arrangements for or with any past or present officers, directors, directors or employees or independent contractors of CBH Seller or any CBH Seller Subsidiary; (diii) any collective bargaining agreement with any labor union relating to employees of CBH Seller or any CBH Seller Subsidiary; (eiv) any agreement which by its terms limits the payment of dividends by CBH Seller or any CBH Seller Subsidiary; (fv) any instrument evidencing or related to 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 CBH Seller or any CBH Seller 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 BMBC Purchaser or any BMBC Purchaser Subsidiary; (gvi) any other agreement, written or oral, not terminable on 60 days’ notice, that obligates CBH Seller or any CBH Seller Subsidiary for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ 25,000 annually; or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), (hvii) 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 CBH Seller or any CBH Subsidiary; Seller Subsidiary (i) it being understood that any contract, plan non-compete or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably similar provision shall be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any lease for real property; (k) any contract or arrangement with any broker-dealer or investment adviser; (l) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (m) any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (n) any other material agreementdeemed material).

Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in CBH NHBT Disclosure Schedule 4.8.1, neither CBH NHBT nor any CBH NHBT Subsidiary is a party to or subject to: (a) any employment, consulting or severance contract, “change in control” or termination contract or arrangement with any past or present officer, director, employee or independent contractor of CBH NHBT or any CBH NHBT Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) except for “at will” arrangements; (b) any agreement containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality or any other such restrictive covenantscovenants applicable to NHBT or any past or present NHBT director or employee; (c) 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 independent contractors of CBH NHBT or any CBH NHBT Subsidiary; (d) any collective bargaining agreement with any labor union relating to employees of CBH NHBT or any CBH NHBT Subsidiary; (e) any agreement which by its terms limits the payment of dividends by CBH NHBT or any CBH NHBT Subsidiary; (f) any instrument evidencing or related to 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 CBH NHBT or any CBH NHBT 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 BMBC the Company or any BMBC Company Subsidiary; (g) any other agreement, written or oral, that obligates CBH NHBT or any CBH NHBT Subsidiary for the payment of more than $50,000 10,000 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), (h) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits the conduct of business by CBH NHBT or any CBH NHBT Subsidiary; (i) any contract, plan or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any agreement or arrangement that is subject to the provisions of 12 C.F.R. Part 359, (k) any lease for real property; (kl) any contract or arrangement with any broker-dealer or investment adviser; (lm) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (mn) any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (no) any other contract which is material agreementto the business, operations or financial condition of NHBT or a NHBT Subsidiary.

Material Contracts; Leases; Defaults. 4.8.14.9.1. Except as set forth in CBH Disclosure Schedule 4.8.1WCBI DISCLOSURE SCHEDULE 4.9.1, neither CBH WCBI nor any CBH WCBI Subsidiary is a party to or subject to: (ai) any employment, consulting or severance contract, “change in control” or termination contract or arrangement with any past or present officer, director, director or employee or independent contractor of CBH WCBI or any CBH WCBI Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) except for “"at will” " arrangements; (bii) any agreement containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality or any other such restrictive covenants; (c) any plan, 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, directors or employees or independent contractors of CBH WCBI or any CBH WCBI Subsidiary; (diii) any collective bargaining agreement with any labor union relating to employees of CBH WCBI or any CBH WCBI Subsidiary; (eiv) any agreement which by its terms limits or affects the payment of dividends by CBH WCBI or any CBH WCBI Subsidiary; (fv) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000, whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which CBH WCBI or any CBH WCBI 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, 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, and transactions in "federal funds" or which contains financial covenants or other material 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 BMBC PBI or any BMBC PBI Subsidiary; (gvi) any other agreement, written or oral, that obligates CBH or any CBH Subsidiary for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ ' notice or less notice without material penalty or payment, or that obligates WCBI or any WCBI Subsidiary for the payment of more than $50,000 annually or for the payment of more than $150,000 over its remaining term; or (other than agreements for commercially available “off-the-shelf” software), (hvii) 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 CBH WCBI or any CBH Subsidiary; WCBI Subsidiary (i) it being understood that any contract, plan non-compete or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably similar provision shall be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any lease for real property; (k) any contract or arrangement with any broker-dealer or investment adviser; (l) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (m) any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (n) any other material agreementdeemed material).

Material Contracts; Leases; Defaults. 4.8.1. (i) Except as set forth in CBH FSSB Disclosure Schedule 4.8.14.1(i)(i), neither CBH FSSB nor any CBH FSSB Subsidiary is a party to or subject to: (ai) any employment, consulting or severance contract, “change in control” or termination contract or arrangement with any past or present officer, director, director or employee or independent contractor of CBH FSSB or any CBH FSSB Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) except for “"at will” " arrangements; (bii) any agreement containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality or any other such restrictive covenants; (c) any plan, 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, directors or employees or independent contractors of CBH FSSB or any CBH FSSB Subsidiary; (diii) any collective bargaining agreement with any labor union relating to employees of CBH FSSB or any CBH FSSB Subsidiary; (eiv) any agreement (other than this Agreement) which by its terms limits the payment of dividends by CBH FSSB or any CBH FSSB Subsidiary; (fv) 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 CBH FSSB or any CBH FSSB 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, 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 BMBC Farmers or any BMBC SubsidiaryFarmers Entity; (gvi) any other agreement, written or oral, that obligates CBH FSSB or any CBH FSSB Subsidiary for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ annually; or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), (hvii) 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 CBH FSSB or any CBH Subsidiary; FSSB Subsidiary (i) it being understood that any contract, plan non-compete or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably similar provision shall be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any lease for real property; (k) any contract or arrangement with any broker-dealer or investment adviser; (l) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (m) any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (n) any other material agreementdeemed material).

Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in CBH Polonia Disclosure Schedule 4.8.1, neither CBH Polonia nor any CBH Polonia Subsidiary is a party to or subject to: (a) any employment, consulting or severance contract, “change in control” or termination contract or arrangement with any past or present officer, director, employee or independent contractor of CBH Polonia or any CBH Polonia Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) except for “at will” arrangements; (b) any agreement containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality or any other such restrictive covenantscovenants applicable to Polonia or any past or present Polonia director or employee; (c) 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 independent contractors of CBH Polonia or any CBH Polonia Subsidiary; (d) any collective bargaining agreement with any labor union relating to employees of CBH Polonia or any CBH Polonia Subsidiary; (e) any agreement which by its terms limits the payment of dividends by CBH Polonia or any CBH Polonia Subsidiary; (f) any instrument evidencing or related to 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 CBH Polonia or any CBH Polonia 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 BMBC Prudential or any BMBC Prudential Subsidiary; (g) any other agreement, written or oral, that obligates CBH Polonia or any CBH Polonia Subsidiary 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 (other than agreements for commercially available “off-the-shelf” software), (h) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits the conduct of business by CBH Polonia or any CBH Polonia Subsidiary; (i) any contract, plan or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (j) any agreement or arrangement that is subject to the provisions of 12 C.F.R. Part 359, (k) any lease for real property; (kl) any contract or arrangement with any broker-dealer or investment adviser; (lm) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (mn) any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (no) any other contract which is material agreementto the business, operations or financial condition of Polonia or a Polonia Subsidiary.

Material Contracts; Leases; Defaults. 4.8.1. Except as set forth in CBH FKF Disclosure Schedule 4.8.1, neither CBH FKF nor any CBH FKF Subsidiary is a party to or subject to: (a) any employment, consulting or severance contract, “change in control” or termination contract or arrangement with any past or present officer, director, employee or independent contractor of CBH FKF or any CBH FKF Subsidiary, including those which would provide such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of an event (such as termination or change in control) except for “at will” arrangements; (b) any agreement containing provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality or any other such restrictive covenants; (c) 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 independent contractors of CBH FKF or any CBH FKF Subsidiary; (dc) any collective bargaining agreement with any labor union relating to employees of CBH FKF or any CBH FKF Subsidiary; (ed) any agreement which by its terms limits the payment of dividends by CBH FKF or any CBH FKF Subsidiary; (fe) any instrument evidencing or related to 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 CBH FKF or any CBH FKF 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 BMBC or any BMBC Subsidiary; (gf) any other agreement, written or oral, that obligates CBH FKF or any CBH FKF Subsidiary for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ days or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), (hg) 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 CBH FKF or any CBH FKF Subsidiary; (ih) any contract, plan or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would reasonably be likely to might render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 280G of the Code; (ji) any lease for real property; (kj) any contract or arrangement with any broker-dealer or investment adviser; (lk) any investment advisory contract with any investment company registered under the Investment Company Act of 1940; (ml) any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (nm) any other material agreement.