notices or waivers must be obtained or delivered in accordance with the terms and conditions of any material contract as a result of the performance, delivery or performance by the Company and the Company’s Bank (if any) of the this Agreement and the Bank Merger Agreement and consumer transaction. True, correct and complete copies of all such material contracts have been made available to First Foundation as of the date hereof.
(ii)Each of the material contracts is in full force (except by reason of its ordinary expiration) and constitutes a valid and binding obligation of the Company or its Subsidiaries and, to the knowledge of the Company, constitutes a valid and binding obligation of the other parties to it, enforceable against the Company or its Subsidiaries, and to the knowledge of the Company, the other parties, in accordance with its conditions, subject to the exception of bankruptcy and equity. The Company and its Subsidiaries (if any) have performed, in all material respects, all of their obligations under each Material Contract. Neither the Company nor its Subsidiaries nor, to the knowledge of the Company, any other party to it, is in material default under a contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are a party, through which their assets, affairs or operations may be linked or affected, or under which their respective assets, affairs or operations receive benefits, and no event has occurred which, with the lapse of time or notification or both would constitute such a defect. Except as set out in Section 5.03 (k) (ii) of the Company’s Disclosure Schedule, no power of attorney or similar authorization given directly or indirectly by the Company or any of its Subsidiaries is currently In progress. With respect to Material Contracts, to the knowledge of the Company, no event has occurred, and no circumstance or condition exists which (with or without notice or delay, or both) will give, or would be reasonably likely to, (A) give any person the right to declare a default or exercise any remedy under a material contract, (B) give any person the right to expedite the due date or performance of any material contract, or (C) give any person the right to cancel, terminate or modify any Material Contract.
(l)No brokers. No action has been taken by the Company or any of its Subsidiaries which would give rise to a valid claim against a party hereto for a brokerage commission, finder’s fees or any other similar payment in respect of the Transaction, other than the fees payable to Truist Securities, Inc. and Swan Hill Advisors, LLC, which are set out in section 5.03 (l) of the Company’s Disclosure Schedule. Copies of all agreements with Truist Securities, Inc. and Swan Hill Advisors, LLC have already been provided or made available to First Foundation.
(m)Employee benefit plans.
(I)All benefit and compensation plans, contracts, policies or arrangements maintained, assessed, required to be assessed or sponsored by the Company and its Affiliates or in which any of the current or former employees of the Company and of its Subsidiaries (the “Employees“) or other service providers of the Company and its Subsidiaries participate, including, but not limited to,” employee benefit plans “within the meaning of Article 3 (3) of ERISA , any pension, retirement, profit sharing, medical care, accidental death and dismemberment, invalidity, dental treatment, vision, compensation, severance pay, severance pay, salary maintenance, unemployment, workers’ compensation, vacation, sick pay, paid leave, retention, employment, counseling, change of control, benefits, deferred
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