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

Material Contracts; Leases; Defaults. 4.9.1 Except as set forth in Rome Disclosure Schedule 4.9.1, neither Rome nor any Rome 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 Rome or any Rome 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 Rome or any Rome Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Rome or any Rome Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by Rome or any Rome 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 Rome or any Rome 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 (1) 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 Rome or any Rome Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates Rome or any Rome Subsidiary for the payment of more than $30,000 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 Rome or any Rome Subsidiary.

Material Contracts; Leases; Defaults. 4.9.1 (a) Except as set forth in Rome Disclosure Schedule 4.9.15.8(a), neither Rome Juniata nor any Rome Juniata 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, director or employee or consultant of Rome Juniata or any Rome Juniata 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 material arrangements for or with any past or present officers, directors, directors or employees or consultants of Rome Juniata or any Rome Juniata Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Rome Juniata or any Rome Juniata Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by Rome Juniata or any Rome Juniata Subsidiary; (v) any instrument evidencing or related to material 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 Rome Juniata or any Rome Juniata Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one (1) 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, or which contains financial covenants or other non-customary restrictions (other than those relating to the payment of principal and interest when due) which that would be applicable on or after the Closing Date to Rome or any Rome SubsidiaryPerson; (vi) any other agreement, written or oral, which is not terminable without cause on sixty (60) days’ notice or less without penalty or payment, or that obligates Rome Juniata or any Rome Juniata Subsidiary for the payment of more than $30,000 150,000 annually or for the payment of more than $50,000 500,000 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), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that materially restricts or limits in any material way the conduct of business by Rome Juniata or any Rome SubsidiaryJuniata 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).

Material Contracts; Leases; Defaults. 4.9.1 4.9.1. Except as set forth in Rome CNB Disclosure Schedule 4.9.1, neither Rome CNB nor any Rome CNB Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or arrangement with any past or present officer, director, director or employee or consultant of Rome CNB or any Rome CNB Subsidiary, except for “"at will” " arrangements; (ii) 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 consultants of Rome CNB or any Rome CNB Subsidiary; (iii) any collective bargaining agreement with any labor union relating to employees of Rome CNB or any Rome CNB Subsidiary; (iv) any agreement which by its terms limits or affects the payment of dividends by Rome CNB or any Rome CNB 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 Rome CNB or any Rome CNB Subsidiary is an obligor to any Personperson, which instrument evidences or relates to indebtedness other than deposits, FHLB advances with a term to maturity not in excess of one (1) year, repurchase agreements, bankers’ ' acceptances, 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 Rome CNB or any Rome CNB Subsidiary; (vi) any other agreement, written or oral, which is not terminable without cause on sixty (60) 60 days’ ' notice or less without penalty or payment, or that obligates Rome CNB or any Rome CNB Subsidiary for the payment of more than $30,000 25,000 annually or for the payment of more than $50,000 25,000 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 in any material way the conduct of business by Rome CNB or any Rome SubsidiaryCNB Subsidiary (it being understood that any non-compete or similar provision shall be deemed material).