Interested Party Transactions. Except as set forth in the [Schedule 2.23] of the Company Schedules, # no Insider or a member of his or her immediate family is indebted to the Company or any of its Subsidiaries,

Interested Party Transactions. Except as set forth on [Schedule 3.20] of the BRPA Schedules or in the BRPA SEC Reports, none of BRPA or its Subsidiaries is a party to any transaction, agreement, arrangement or understanding with any # present or former executive officer or director of any of BRPA or its Subsidiaries, # beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any of BRPA or its Subsidiaries or # Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an “BRPA Affiliate Agreement”).

Related Party Transactions. There are no business relationships or related-party transactions involving the Company or any of its subsidiaries or any other person required to be described in the Registration Statement or the Prospectus which have not been described as required.

Schedule # is a complete and accurate list of all contracts or agreements, oral or written, between the Company and the Company’s directors, officers, shareholders, employees, agents, consultants, advisors, salespeople, sales representatives and distributors or dealers. No employee, officer, director or shareholder of the Company or member of his or her immediate family (together, “Related Parties”) is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to the Related Parties in the aggregate in excess of ​. No employee, officer or director of the Company has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company employees, officers, or directors of the Company and members of their immediate families may own stock in publicly traded companies that may compete with the Company.

Related Party Transactions. Except for any relationship as a result of the transactions contemplated by this Agreement, no relationship, direct or indirect, exists between or among any of the Company Group or any Affiliate of the Company Group, on the one hand, and any director, officer, member, stockholder, customer or supplier of the Company Group or any Affiliate of the Company Group, on the other hand, which is required by the Exchange Act to be disclosed in reports filed under the Exchange Act which is not so disclosed in the Public Filings. Except as otherwise disclosed in the Public Filings, there are no outstanding loans, advances (except advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company Group or any Affiliate of the Company Group to or for the benefit of any of the officers or directors of the Company Group or any Affiliate of the Company Group or any of their respective family members.

Interested party Transactions.

Nonparticipation by Interested Member. Any member of the Committee who also is a Participant in the Plan shall take no part in any determination specifically relating to his or her own participation or benefits, unless his or her abstention would leave the Committee incapable of acting on the matter.

Each Interested Party Contract is in full force and effect and is valid, binding, and enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles. None of the Seller’s Guarantor or its Affiliates or, to the Knowledge of the Seller’s Guarantor, any Group Company is in breach of or default under any Interested Party Contract. The consummation of the transactions contemplated by this Agreement will not constitute a breach of, or give rise to any right to terminate, accelerate or modify any rights or obligations under, any Interested Party Contract.

Neither of Patriot and the Bank is an “interested shareholder” of ​, and neither of Patriot and the Bank is, or after consummation of the transactions contemplated by this Agreement would be, an affiliate or associate of an “interested shareholder” pursuant to [[Sections 33-840]0]]0] to 33-845 of the CBCA.

Neither Seller’s Guarantor nor any of its Affiliates nor any director, officer, employee, or other representative of Seller’s Guarantor or any of its Affiliates is a party to any contract or transaction with any Group Company (each, an “Interested Party Contract”), except for # such contracts and transactions specifically disclosed in writing by the Seller’s Guarantor to the Purchaser within ten (10) days after the date of this Agreement, and # such contracts and transactions entered into following the date of this Agreement with the prior written consent of Purchaser.