Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. Except as set forth on Section 5.02(k) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any Contract (whether written or oral) (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or (ii) that purports to limit in any material respect either the type of business in which the Company or any of its Subsidiaries (or, after giving effect to the Merger, Parent or any of its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business. Neither the Company nor any of its Subsidiaries is in default under any Contracts to which any such entity is a party, by which it or its assets, business or operations may be bound or affected or under which it or its assets, business, or operations receive 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. No power of attorney or similar authorization given directly or indirectly by the Company or any Subsidiary of the Company is currently outstanding. Schedule 5.02(k) of the Company Disclosure Schedule sets forth a true and complete list of (x) all Contracts pursuant to which consents or waivers are or may be required and (y) all notices which are or may be required to be given, in each case, prior to the performance by the Company of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby.

Material Contracts; Defaults. Except as set forth on Section 5.02(k) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any Contract (whether written or oral) (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K and that has not been filed as an exhibit to a Company Report or (ii) that purports to limit in any material respect either the type of business in which the Company or any of its Subsidiaries (or, after giving effect to the Merger, Parent or any of its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business. Neither the Company nor any of its Subsidiaries is in default under any Contracts to which any such entity is a party, by which it or its assets, business or operations may be bound or affected or under which it or its assets, business, or operations receive 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. No power of attorney or similar authorization given directly or indirectly by the Company or any Subsidiary of the Company is currently outstanding. Schedule 5.02(k) of the Company Disclosure Schedule sets forth a true and complete list of (x) all Contracts pursuant to which consents or waivers are or may be required and (y) all notices which are or may be required to be given, in each case, prior to the performance by the Company of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby.

Material Contracts; Defaults. (i) Except for documents listed as set forth on Section 5.02(k) of exhibits to the Company Disclosure ScheduleCompany's SEC Documents, neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any Contract agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) that with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of the Company or its Subsidiaries to indemnification from the Company or its Subsidiaries, (iii) which is a “material contract” within the meaning of contract (as defined in Item 601(b)(10) of the SEC’s Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company's SEC Documents, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice and involving the payment of more than $50,000 per annum or (iiv) that purports to limit in which materially restricts the conduct of any material respect either the type of business in which by the Company or any of its Subsidiaries Subsidiaries. The Company has previously delivered to Parent true and correct copies of each such document. (or, after giving effect to the Merger, Parent or any of its Subsidiariesii) may engage or the manner or locations in which any of them may so engage in any business. Neither the Company nor any of its Subsidiaries is in material default under any Contracts contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which any such entity it is a party, by which it or its respective assets, business business, or operations may be bound or affected affected, or under which it or its respective assets, business, or operations receive 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. No power of attorney or similar authorization given directly or indirectly by the Company or any Subsidiary of the Company its Subsidiaries is currently outstanding. Schedule 5.02(k) of the Company Disclosure Schedule sets forth a true and complete list of (x) all Contracts pursuant to which consents or waivers are or may be required and (y) all notices which are or may be required to be given, in each case, prior to the performance by the Company of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby.

Material Contracts; Defaults. Except as set forth on Section in Schedule 5.02(k) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any Contract (whether written or oral) (i) that is would be a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K if the Company had securities registered under the Exchange Act or (ii) that purports to limit in any material respect either the type of business in which the Company or any of its Subsidiaries (or, after giving effect to the Merger, Parent or any of its SubsidiariesParent) may engage or the manner or locations in which any of them may so engage in any business. Neither the Company nor any of its Subsidiaries is in default under any Contracts to which any such entity it is a party, by which it or its assets, business business, or operations may be bound or affected affected, or under which it or its assets, business, or operations receive 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. No power of attorney or similar authorization given directly or indirectly by the Company or any Subsidiary of the Company its Subsidiaries is currently outstanding. Schedule 5.02(k) of the Company Disclosure Schedule sets forth a true and complete list of (x) all Contracts pursuant to which consents or waivers are or may be required and (y) all notices which are or may be required to be given, in each case, prior to the performance by the Company or any of its Subsidiaries of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby.

Material Contracts; Defaults. Except as filed as an exhibit to the Company’s SEC Documents, or as set forth on in Section 5.02(k) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is not a party to, bound by or subject to any Contract (whether written or oral) (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K with respect to the Company or (ii) that purports to limit in any material respect either the type of business in which the Company or any of its Subsidiaries (or, after giving effect to the Merger, Parent or any of its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business. Neither the The Company nor any of its Subsidiaries is not in material default under any Contracts Contract to which any such entity it is a party, by which it or its assets, business business, or operations may be bound or affected affected, or under which it or its assets, business, or operations receive 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. No power of attorney or similar authorization given directly or indirectly by the Company or any Subsidiary of the Company is currently outstanding. Schedule 5.02(k) of the Company Disclosure Schedule sets forth a true and complete list of (x) all Contracts pursuant to which consents or waivers are or may be required and (y) all notices which are or may be required to be given, in each case, prior to the performance by the Company of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated herebyby this Agreement.

Material Contracts; Defaults. Except as set forth on Section 5.02(k) of the Company ARB Disclosure Schedule, neither the Company ARB nor any of its Subsidiaries is a party to, bound by or subject to any Contract (whether written or oral) (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or K, (ii) that purports to limit in any material respect either the type of business in which the Company ARB or any of its Subsidiaries (or, after giving effect to the Merger, Parent or any of its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any businessbusiness or (iii) that provides for a termination fee, penalty or like charge. Neither the Company ARB nor any of its Subsidiaries is in default under any Contracts to which any such entity is a party, by which it or its assets, business or operations may be bound or affected or under which it or its assets, business, or operations receive 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. No power of attorney or similar authorization given directly or indirectly by the Company ARB or any Subsidiary of the Company ARB is currently outstanding. Schedule 5.02(k) of the Company ARB Disclosure Schedule sets forth a true and complete list of (x) all Contracts pursuant to which consents or waivers are or may be required and (y) all notices which are or may be required to be given, in each case, prior to the performance by the Company of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby.in

Material Contracts; Defaults. (i) Except for documents listed as set forth on Section 5.02(k) of exhibits to the Company Disclosure ScheduleCompany's SEC Documents and for this Agreement, including the Annexes hereto, neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any Contract agreement, contract, arrangement, commitment or understanding (whether written or oral) ) (i) that with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of the Company or its Subsidiaries to indemnification from the Company or its Subsidiaries, (iii) which is a “material contract” within the meaning of contract (as defined in Item 601(b)(10) of the SEC’s Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company's SEC Documents, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice and involving the payment of more than $50,000 per annum or (iiv) that purports to limit in which materially restricts the conduct of any material respect either the type of business in which by the Company or any of its Subsidiaries (orcollectively, after giving effect "Material Contracts"). The Company has previously delivered or made available to the Merger, Parent or any true and correct copies of its Subsidiarieseach such document. (ii) may engage or the manner or locations in which any of them may so engage in any business. Neither the Company nor any of its Subsidiaries is in material default under any Contracts contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which any such entity it is a party, by which it or its respective assets, business business, or operations may be bound or affected affected, or under which it or its respective assets, business, or operations receive receives benefits, and and, to the Company's knowledge, there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by the Company or any Subsidiary of the Company its Subsidiaries is currently outstanding. Schedule 5.02(k) of the Company Disclosure Schedule sets forth a true and complete list of (x) all Contracts pursuant to which consents or waivers are or may be required and (y) all notices which are or may be required to be given, in each case, prior to the performance by the Company of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby.

Material Contracts; Defaults. Except as set forth on Section 5.02(k) of the Company ARB Disclosure Schedule, neither the Company ARB nor any of its Subsidiaries is a party to, bound by or subject to any Contract (whether written or oral) (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or K, (ii) that purports to limit in any material respect either the type of business in which the Company ARB or any of its Subsidiaries (or, after giving effect to the Merger, Parent or any of its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any businessbusiness or (iii) that provides for a termination fee, penalty or like charge. Neither the Company ARB nor any of its Subsidiaries is in default under any Contracts to which any such entity is a party, by which it or its assets, business or operations may be bound or affected or under which it or its assets, business, or operations receive 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. No power of attorney or similar authorization given directly or indirectly by the Company ARB or any Subsidiary of the Company ARB is currently outstanding. Schedule 5.02(k) of the Company ARB Disclosure Schedule sets forth a true and complete list of (x) all Contracts pursuant to which consents or waivers are or may be required and (y) all notices which are or may be required to be given, in each case, prior to the performance by the Company ARB of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby.

Material Contracts; Defaults. (i) Except for documents listed as set forth on Section 5.02(k) of exhibits to the Company Disclosure ScheduleCompany's SEC Documents and for this Agreement, including the Annexes hereto, neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any Contract agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) that with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of the Company or its Subsidiaries to indemnification from the Company or its Subsidiaries, (iii) which is a “material contract” within the meaning of contract (as defined in Item 601(b)(10) of the SEC’s Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company's SEC Documents, (iv) which is a consulting agreement (including data processing, software programming and licensing contracts) not terminable on 60 days or less notice and involving the payment of more than $50,000 per annum or (iiv) that purports to limit in which materially restricts the conduct of any material respect either the type of business in which by the Company or any of its Subsidiaries (orcollectively, after giving effect "Material Contracts"). The Company has previously delivered or made available to the Merger, Parent or any true and correct copies of its Subsidiarieseach such document. (ii) may engage or the manner or locations in which any of them may so engage in any business. Neither the Company nor any of its Subsidiaries is in material default under any Contracts contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which any such entity it is a party, by which it or its respective assets, business business, or operations may be bound or affected affected, or under which it or its respective assets, business, or operations receive receives benefits, and and, to the Company's knowledge, there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by the Company or any Subsidiary of the Company its Subsidiaries is currently outstanding. Schedule 5.02(k) of the Company Disclosure Schedule sets forth a true and complete list of (x) all Contracts pursuant to which consents or waivers are or may be required and (y) all notices which are or may be required to be given, in each case, prior to the performance by the Company of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby.

Material Contracts; Defaults. Except as set forth on Section in Schedule 5.02(k) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to, bound by or subject to any Contract (whether written or oral) (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or (ii) that purports to limit in any material respect either the type of business in which the Company or any of its Subsidiaries such Subsidiary (or, after giving effect to the Merger, Parent Placer or any of its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business. Neither Except as provided in Section 5.02(k) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is in default under any Contracts to which any such entity is they are a party, by which it they or its their assets, business or operations may be bound or affected affected, or under which it they or its their assets, business, business or operations receive 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. No power of attorney or similar authorization given directly or indirectly by the Company or any Subsidiary of the Company its Subsidiaries is currently outstanding. Schedule 5.02(k) of the Company Disclosure Schedule sets forth a true and complete list of (x) all Contracts pursuant to which consents or waivers are or may be required and (y) all notices which are or may be required to be given, in each case, prior to the performance by the Company or any of its Subsidiaries of this Agreement and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby.