Common use of Administration of Trust Accounts Clause in Contracts

Administration of Trust Accounts. Xxxxxx and each of its Subsidiaries have properly administered all common trust funds and collective investment funds and all accounts for which each of them acts as a fiduciary or agent, including but not limited to accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state and federal law and regulation and common law, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect on Xxxxxx. Neither Xxxxxx nor any of its Subsidiaries, nor any of their respective directors, officers or employees acting on behalf of Xxxxxx or any of its Subsidiaries, has committed any breach of trust with respect to any such common trust fund or collective investment fund or fiduciary or agency account, and the accountings for each such common trust fund or collective investment fund or fiduciary or agency account are true and correct in all material respects and accurately reflect the assets of such common trust fund or collective investment fund or fiduciary or agency account, except for such breaches and failures to be true, correct and accurate which would not, individually or in the aggregate, have a Material Adverse Effect on Xxxxxx.

Appears in 2 contracts

Samples: Merger Agreement (Community Bank System Inc), Merger Agreement (Community Bank System Inc)

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Administration of Trust Accounts. Xxxxxx Oneida and each of its Subsidiaries have properly administered all common trust funds and collective investment funds and all accounts for which each of them acts as a fiduciary or agent, including but not limited to accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state and federal law and regulation and common law, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect on XxxxxxOneida. Neither Xxxxxx Oneida nor any of its Subsidiaries, nor any of their respective directors, officers or employees acting on behalf of Xxxxxx Oneida or any of its Subsidiaries, has committed any breach of trust with respect to any such common trust fund or collective investment fund or fiduciary or agency account, and the accountings for each such common trust fund or collective investment fund or fiduciary or agency account are true and correct in all material respects and accurately reflect the assets of such common trust fund or collective investment fund or fiduciary or agency account, except for such breaches and failures to be true, correct and accurate which would not, individually or in the aggregate, have a Material Adverse Effect on XxxxxxOneida.

Appears in 2 contracts

Samples: Merger Agreement (Community Bank System, Inc.), Merger Agreement (Oneida Financial Corp.)

Administration of Trust Accounts. Xxxxxx PBI and each of its Subsidiaries have properly administered all common trust funds and collective investment funds and all accounts for which each of them acts as a fiduciary or agent, including but not limited to accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state and federal law and regulation and common law, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect on XxxxxxPBI. Neither Xxxxxx PBI nor any of its Subsidiaries, nor any of their respective directors, officers or employees acting on behalf of Xxxxxx PBI or any of its Subsidiaries, has committed any breach of trust with respect to any such common trust fund or collective investment fund or fiduciary or agency account, and the accountings for each such common trust fund or collective investment fund or fiduciary or agency account are true and correct in all material respects and accurately reflect the assets of such common trust fund or collective investment fund or fiduciary or agency account, except for such breaches and failures to be true, correct and accurate which would not, individually or in the aggregate, have a Material Adverse Effect on XxxxxxPBI.

Appears in 1 contract

Samples: Merger Agreement (Community Bank System Inc)

Administration of Trust Accounts. Xxxxxx Wxxxxx and each of its Subsidiaries have properly administered all common trust funds and collective investment funds and all accounts for which each of them acts as a fiduciary or agent, including but not limited to accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state and federal law and regulation and common law, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect on XxxxxxWxxxxx. Neither Xxxxxx Wxxxxx nor any of its Subsidiaries, nor any of their respective directors, officers or employees acting on behalf of Xxxxxx Wxxxxx or any of its Subsidiaries, has committed any breach of trust with respect to any such common trust fund or collective investment fund or fiduciary or agency account, and the accountings for each such common trust fund or collective investment fund or fiduciary or agency account are true and correct in all material respects and accurately reflect the assets of such common trust fund or collective investment fund or fiduciary or agency account, except for such breaches and failures to be true, correct and accurate which would not, individually or in the aggregate, have a Material Adverse Effect on XxxxxxWxxxxx.

Appears in 1 contract

Samples: Merger Agreement (Wilber CORP)

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Administration of Trust Accounts. Xxxxxx PBI and each of its Subsidiaries --------------------------------- have properly administered all common trust funds and collective investment funds and all accounts for which each of them acts as a fiduciary or agent, including but not limited to accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state and federal law and regulation and common law, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect on XxxxxxPBI. Neither Xxxxxx PBI nor any of its Subsidiaries, nor any of their respective directors, officers or employees acting on behalf of Xxxxxx PBI or any of its Subsidiaries, has committed any breach of trust with respect to any such common trust fund or collective investment fund or fiduciary or agency account, and the accountings for each such common trust fund or collective investment fund or fiduciary or agency account are true and correct in all material respects and accurately reflect the assets of such common trust fund or collective investment fund or fiduciary or agency account, except for such breaches and failures to be true, correct and accurate which would not, individually or in the aggregate, have a Material Adverse Effect on XxxxxxPBI.

Appears in 1 contract

Samples: Merger Agreement (Peoples Bankcorp Inc)

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