Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, neither it nor any of its subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the Company only, any agreement, contract, arrangement, commitment or understanding that contains (A) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries; (3) in the case of the Company only, any agreement, contract, arrangement, commitment or understanding that involves performance of services or delivery of goods or materials to or by, or expenditures or receipts of, it or any of its subsidiaries of an amount or value in excess of $300,000, other than any loan commitment entered in the ordinary course or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty; (4) in the case of the Company only, any joint venture, partnership or similar arrangement providing for the sharing of profits, losses, costs or liabilities by it or any of its subsidiaries with any other Person; and (5) in the case of the Company only, any agreement providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its Subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Neither PNC nor any of its subsidiaries, nor Seller nor any of its subsidiaries, is in default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective 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.

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, neither it nor any of its subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1) that is a “"material contract” " within the meaning of Item 601(b)(10) of the SEC’s 's Regulation S-K, (2) in the case of the Company only, any agreement, contract, arrangement, commitment or understanding that contains (A) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its Subsidiaries subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries; (3) in the case of the Company only, any agreement, contract, arrangement, commitment or understanding that involves performance of services or delivery of goods or materials to or by, or expenditures or receipts of, it or any of its subsidiaries of an amount or value in excess of $300,000, other than any loan commitment entered in the ordinary course or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty; (4) in the case of the Company only, any joint venture, partnership or similar arrangement providing for the sharing of profits, losses, costs or liabilities by it or any of its subsidiaries with any other Person; and (5) in the case of the Company only, any agreement providing for the indemnification by the Company or its subsidiaries of any Person (other than customary agreements with vendors providing goods or services to the Company or its Subsidiaries subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material to the Company). Neither PNC nor any of its subsidiaries, nor Seller nor any of its subsidiaries, is in default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective 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.

Material Contracts; Defaults. (i) Except for those agreements and other the documents filed as exhibits to its Regulatory Filingsset forth in Section 5.2(j) of the Company Disclosure Schedule, neither it the Company nor any of its subsidiaries Subsidiaries is a party to, to or bound by or subject to, in each case whether written or oral: (A) any contract relating to the incurrence of indebtedness from a Third Party (including sale and leaseback transactions, capitalized lease transactions, and other similar financing transactions), including any agreementsuch contract that contains provisions that in any non-de-minimis manner restrict, contractor may restrict, arrangement, commitment or understanding (1) that is a “material contract” within the meaning conduct of Item 601(b)(10) business of the SEC’s Regulation S-Kissuer thereof as currently conducted that will be acquired, directly or indirectly, by Purchaser, (2) in the case of the Company only, any agreement, contract, arrangement, commitment or understanding that contains (AB) any non-competition contract or exclusive dealing agreements any other contract or other agreement or material obligation which that purports to limit or restrict in any respect the ability of the Company or its subsidiaries to solicit customers or the manner in which, or the localities in which, all or any portion of which the business of the Company and or any of its Subsidiaries Subsidiaries, or following consummation of the Transaction, Purchaser’s businesses, is or would be conducted or conducted, (BC) any agreement that relates primarily to indemnification by the Company or any of its Subsidiaries of any Person, (D) any joint venture or partnership contract, (E) any contract that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries; Subsidiaries to own, operate, sell, transfer, pledge, or otherwise dispose of any material amount of assets or business (3) other than in connection with financing transactions or contracts entered into in the case ordinary course of business and consistent with past practice that require the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract), (F) any contract providing for any future payments that are conditioned, in whole or in part, on a change of control of the Company onlyor similar event, (G) any agreement, multi-year insurance contract, arrangement(H) any insurance contract containing any rate guarantees, commitment rate caps or understanding rate escalators, (I) any contract that involves performance contains a “most favored nation” clause or requires any type of services exclusive dealing or delivery of goods or materials to or by, or expenditures or receipts of, it similar arrangement by the Company or any of its subsidiaries of an amount Subsidiaries, (J) any material agency, sales representative, distributor or value similar contract involving payments in excess of $300,000100,000, other than (K) any loan commitment entered reinsurance treaty or facultative reinsurance contract (in the ordinary course each case applicable to insurance in force or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty; (4) in the case of for which the Company only, any joint venture, partnership or similar arrangement providing for the sharing of profits, losses, costs or liabilities by it or any of its subsidiaries with Subsidiaries are entitled to any other Person; and recovery), (5L) in the case of the Company onlyany guarantees or “stop loss” agreements or arrangements, (M) any agreement providing for or understanding with, or restriction imposed by, a Governmental Authority or other Third Party relating to the indemnification payment of dividends or maintenance of capital by the Company or any of its subsidiaries of Subsidiaries, (N) any agreement or commitment to make any loan, advance, or capital contribution to, or investment in, any Person other than a direct or indirect wholly owned Subsidiary of the Company, (O) all Leases, (N) any agreement granting or obtaining any right to use or practice any rights under any material Intellectual Property (other than customary licenses for readily available commercial software having an acquisition price of less than $100,000), (P) any material outsourcing agreements with vendors providing goods (including those pursuant to which call center or services customer service functions are performed), (Q) any other contracts not listed above that involve annual revenues or annual expenditures in excess of $500,000, (R) any material contract as defined by Item 601(b)(10) of Regulation S-K and (S) any other contracts not listed above that are material to the Company or and its Subsidiaries where taken as a whole (the potential indemnity obligations thereunder are not reasonably expected Contracts of a type covered by clauses (A) to be material (S) being referred to as the Company“Material Contracts”). The Company has listed in Section 5.2(j)(i) of the Company Disclosure Schedule and made available to Purchaser true, correct and complete copies of each such Material Contract. (ii) Neither PNC the Company nor any of its subsidiariesSubsidiaries nor, nor Seller nor to the Knowledge of the Company, any of its subsidiaries, other party is in default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, 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. (iii) Each Material Contract is a legal, valid, and binding obligation of the Company or the applicable Subsidiary of the Company (as the case may be) and, to the Knowledge of the Company, of each other party thereto, enforceable against each such party in accordance with its terms. (iv) Except as set forth in Section 5.2(j)(iv) of the Company Disclosure Schedule or as could not reasonably be expected to have a Material Adverse Effect on the Company, since December 31, 2003, (A) no other party to a Material Contract has canceled or otherwise terminated any Material Contract or has provided written or oral notice to the Company or any of its Subsidiaries of its intent to do so and (B) to the Knowledge of the Company, no other Third Party to any Material Contract is unable to continue to perform its obligations thereunder.

Material Contracts; Defaults. Except for those agreements and other documents filed as exhibits to its Regulatory Filings, neither it (1) Neither the Company nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any currently effective agreement, contract, arrangement, commitment or understanding (1A) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (2) in the case of the Company only, any agreement, contract, arrangement, commitment or understanding that contains (A) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its Subsidiaries is or would be conducted or ; (B) that is a credit agreement, note, bond, guarantee, mortgage, indenture, lease, or other instrument or obligation pursuant to which any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability “indebtedness” (as defined below) of the Company or any of its subsidiariesSubsidiaries is outstanding or may be incurred; (3C) that is a collective bargaining agreement; (D) that is an employment or consulting agreement, contract or binding commitment providing for annual compensation or annual payments in excess of $250,000 in the case current or any future year; (E) that is an agreement, contract or commitment of indemnification or guaranty not entered into in the Company onlyOrdinary Course of Business providing for indemnification which would reasonably be expected to exceed $250,000, as well as any agreement, contract, arrangement, contract or commitment of indemnification or understanding that involves performance of services or delivery of goods or materials to or by, or expenditures or receipts of, it guaranty between the Company or any of its subsidiaries Subsidiaries and any of their respective officers or directors, irrespective of the amount; (F) that is an amount agreement, contract or value binding commitment containing any covenant directly or indirectly limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business, compete with any Person, or sell any product or service (including any “most favored nation” clauses), or which, following the consummation of the Merger, could so limit Parent or any of its affiliates (including the Surviving Corporation), including any contract clause, mitigation plan, or other limitation with respect to “Organizational Conflicts of Interest,” as that term is used in Federal Acquisition Regulation Subpart 9.5; (G) that is a material partnership, joint venture, teaming or similar agreement or arrangement; (H) that is a contract or agreement involving a standstill or similar obligation of the Company or any of its Subsidiaries to a third party; (I) the termination or cancellation of which by any other party thereto, or under which the acceleration of any obligation or the loss of any benefit, has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Company; or (J) that contemplates or provides for actual or potential payments to or from the Company and/or any of its Subsidiaries in excess of $300,0002,500,000 in the aggregate during the term thereof (each, other than any loan commitment entered in to the ordinary course or any such agreementextent it would include a Benefit Arrangement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty; (4a “Material Contract”). Section 3.01(k) in the case of the Disclosure Schedule lists each of the Material Contracts that as of the date of this Agreement is in effect or otherwise binding on the Company only, any joint venture, partnership or similar arrangement providing for the sharing of profits, losses, costs or liabilities by it or any of its subsidiaries with any other Person; and (5) in the case of the Company onlySubsidiaries or their respective properties or assets, any agreement providing for the indemnification by the Company or its subsidiaries of any Person (other than customary those contracts or agreements with vendors providing goods or services that have been filed as exhibits to the Company or its Subsidiaries where the potential indemnity obligations thereunder are not reasonably expected to be material Regulatory Filings prior to the Companydate of this Agreement. For purposes of this Section 3.01(k). Neither PNC nor , “indebtedness” will mean, with respect to any Person, without duplication, (i) all obligations of its subsidiariessuch Person for borrowed money, nor Seller nor (ii) all obligations of others secured by any Lien on property or assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (iii) all letters of its subsidiariescredit issued for the account of such Person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the Ordinary Course of Business) and (iv) all obligations, is in default the principal component of which are obligations under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, businessleases that are, or operations may should be bound or affectedpursuant to GAAP, or under which it or its respective assets, business, or operations receives benefits, and there classified as capital leases. A complete copy of each Material Contract has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a defaultpreviously been made available to Parent.

Material Contracts; Defaults. Except for those agreements as set forth in Section 3.3(j) of its Disclosure Letter (which may incorporate the contracts and other documents filed instruments reflected as exhibits on the exhibit list included in its latest annual report on Form 10-K filed prior to its Regulatory Filingsthe date of this Agreement), as of the date hereof, neither it nor any of its subsidiaries Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (1whether written or oral) (i) that is a “material contract” within the meaning of required to be filed as an exhibit pursuant to Item 601(b)(10) of the SEC’s Regulation S-KK that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the date of this Agreement, (2ii) in that prohibits or restricts the case conduct of the Company only, any agreement, contract, arrangement, commitment or understanding that contains (A) any non-competition or exclusive dealing agreements or other agreement or obligation which purports to limit or restrict in any respect the ability of the Company or its subsidiaries to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company and its Subsidiaries is or would be conducted or (B) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its subsidiaries; (3) in the case of the Company only, any agreement, contract, arrangement, commitment or understanding that involves performance of services or delivery of goods or materials to or by, or expenditures or receipts of, it or any of its subsidiaries of an amount or value in excess of $300,000, other than any loan commitment entered in the ordinary course or any such agreement, contract, arrangement, commitment or understanding that is terminable on 60 days or less notice without payment of any termination fee or penalty; (4) in the case of the Company only, any joint venture, partnership or similar arrangement providing for the sharing of profits, losses, costs or liabilities by it or any of its subsidiaries Subsidiaries or any of its personnel in any geographic area or its or their ability to compete in any line of business, (iii) with respect to employment of an officer or director or engagement of a consultant, including any employment, severance, termination, consulting or retirement agreement, (iv) that would be terminable other than by it or any of its Subsidiaries or under which a material payment obligation would arise or be accelerated, in each case as a result of the announcement or consummation of this Agreement or the transactions contemplated herein (either alone or upon the occurrence of any additional acts or events), (v) that would require any consent or approval of a counterparty as a result of the consummation of this Agreement or the transactions contemplated herein and involves payments in excess of $200,000 per year, (vi) pursuant to which it or one of its Subsidiaries leases real property to or from any other Person; and person, (5vii) in the case of the Company only, any agreement providing for the indemnification by the Company use or its subsidiaries purchase of any Person materials, supplies, goods, services, equipment or other assets that involves payments in excess of $200,000 per year, (viii) involves Intellectual Property (other than customary agreements contracts entered into in the ordinary course with vendors providing goods customers and “shrink-wrap” software licenses) that is material to its business or services the business of any of its Subsidiaries, (ix) relating to the Company borrowing of money by it or any of its Subsidiaries where or the potential indemnity obligations thereunder are not reasonably expected guarantee by it or any of its Subsidiaries of any such obligation (other than deposit liabilities, advances and loans from the Federal Home Loan Bank of Atlanta, or contracts pertaining to be fully-secured repurchase agreement payables or trade payables, in each case entered into in the ordinary course of the party’s business), (x) relating to the provision of data processing, network communication or other technical services that is material to its business or the business of any of its Subsidiaries and involves payments in excess of $200,000 per year or (xi) that is material to the Companyfinancial condition, results of operations or business of it or any of its Subsidiaries and not otherwise described in clauses (i) through (x) above (any such being referred to as a “Material Contract”). Neither PNC With respect to each Material Contract: (A) the contract is in full force and effect, (B) neither it nor any of its subsidiaries, nor Seller nor any of its subsidiaries, Subsidiaries is in default under any material contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefitsthereunder, 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, (C) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such contract from January 1, 2019 to the date hereof, and (D) no other party to any such contract is, to its Knowledge, in default in any material respect.