Certain Loan Matters Clause Samples

Certain Loan Matters. (a) Except as set forth in Section 5.30(a) of the Bank Disclosure Schedule, as of the Bank Balance Sheet Date, the Bank is not a party to any written or oral: (i) loan or borrowing arrangement, under the terms of which the obligor is thirty days or more past due in payment of principal or interest or in default of any other material provisions as of the date hereof; or (ii) loan agreement, note or borrowing arrangement which has been classified or, in the exercise of reasonable diligence by the Bank applying the Bank’s internal loan grading system, should have been classified as “substandard,” “doubtful,” “loss,” “other loans especially mentioned,” “other assets especially mentioned” or any comparable classifications by such persons. (b) Section 5.30(b) of the Bank Disclosure Schedule contains the “watch list of loans” (“Watch List”) of the Bank as of the Bank Balance Sheet Date. To the Bank’s knowledge, there is no loan or borrowing arrangement which should be included on the Watch List in the exercise of reasonable diligence by the Bank applying the Bank’s internal loan grading system, but which has not been included on the Watch List. (c) The Bank has kept complete and accurate books and records in connection with its loan agreements, notes or borrowing arrangements, and there are no oral modifications or amendments related to its loan agreements, notes or borrowing arrangements that are not reflected in the Bank’s records, no defenses as to the enforcement of any loan agreement, note or borrowing arrangement have been asserted, and there have been no acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense. (d) Each loan agreement, note or borrowing arrangement is (i) represented by evidences of indebtedness which are true, genuine and what they purport to be, (ii) to the extent secured, secured by valid liens and security interests which have been perfected and (iii) the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (e) No participations or loans have been sold that have buy-back, recourse or guaranty provisions which create contingent or direct liability to the Bank. (f) The Bank’s allowance for loan and lease losses in the Bank Balance Sheet were adequate, and as of...

Certain Loan Matters. (a) Section 3.20(a) of the Sellers’ Disclosure Schedule contains a complete and accurate list of all Extensions of Credit as of June 30, 2021, by the Bank and the Transferred Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Bank or any Transferred Subsidiary, and each such Extension of Credit is and was made in compliance in all material respects with all applicable Laws. (b) Except as disclosed in Section 3.20(b) of the Sellers’ Disclosure Schedule, there are no Extensions of Credit by the Bank or any Transferred Subsidiary to any employee, officer, director or other Affiliate of the Bank or any Transferred Subsidiary on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on that the borrower is paying a rate that was below market at the time the Extensions of Credit were made.

Certain Loan Matters. (a) Section 3.33(a) of the Seller Disclosure Schedules sets forth a list of all Extensions of Credit as of March 31, 2012 by PR Bank to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of any Company; (b) except as listed in Section 3.33(b) of the Seller Disclosure Schedules, there are no employee, officer, director or other affiliate Extensions of Credit on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on which the borrower is paying a rate which was below market at the time the Extensions of Credit were made; and (c) all such Extensions of Credit are and were made in compliance in all material respects with Applicable Law.

Certain Loan Matters. (1) Seller has Previously Disclosed a list of all Extensions of Credit as of April 30, 2011 by the Bank and its Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Bank or any of its Subsidiaries; (2) there are no Extensions of Credit to any employee, officer, director or other Affiliate of the Bank on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on that the borrower is paying a rate which was below market at the time the Extensions of Credit were made; and (3) all such Extensions of Credit are and were made in compliance in all material respects with all applicable Laws.

Certain Loan Matters. (1) There are no Extensions of Credit to any employee, officer, director or other Affiliate of Purchaser on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement that were made in violation of Regulation O; and (2) all such Extensions of Credit are and were made in compliance in all material respects with all applicable Laws.

Certain Loan Matters. (a) Section 3.20(a) of the Seller’s Disclosure Schedule contains a list of all Extensions of Credit as of September 30, 2020, by the Bank, the Company and its other Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of the Company, the Bank or any of its Subsidiaries. (b) Except as disclosed in Section 3.20(b) of the Seller’s Disclosure Schedule, there are no Extensions of Credit to any employee, officer, director or other Affiliate of the Bank, the Company or any of its other Subsidiaries on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement or on that the borrower is paying a rate which was below market at the time the Extensions of Credit were made, all such Extensions of Credit are and were made in compliance in all material respects with all applicable Laws.

Certain Loan Matters. (a) Section 3.20(a) of the Seller Disclosure Schedule contains a complete and accurate list of all Extensions of Credit as of September 30, 2021, by Seller Bank and its Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of Seller Bank or any Subsidiary of Seller Bank.‌ (b) Except as disclosed in Section 3.20(b) of the Seller Disclosure Schedule, no employee, officer, director or other Affiliate of Seller Bank or any Subsidiary of Seller Bank has received an Extension of Credit providing for an interest rate below market at the time the Extension of Credit was made and each such employee, officer, director or other Affiliate of Seller Bank or any Subsidiary of Seller Bank is paying the interest rate set forth on such Extension of Credit, as applicable.‌

Certain Loan Matters. As of the date of this Agreement, except as set forth in Section 5.02(x) of the Seller Disclosure Schedule, there are no loans or similar arrangements between the Bank and (i) any employee of any Target Company, (ii) directors of any Target Company, (iii) officers of any Target Company, (iv) any Affiliate of the Bank or (v) any person not dealing at arm’s length with any Target Company within the meaning of the Tax Act.

Certain Loan Matters. The Company shall use its reasonable best efforts to cause, on or prior to the Effective Time, either (i) the repayment and termination in full of the indebtedness listed on Section 5.19 of the Company Disclosure Letter (the “Applicable Loans”) (and, to the extent that the borrower of any such Applicable Loan is not the Company or one of its wholly-owned Subsidiaries, the repayment and termination will be funded on a pro rata basis by the Company or its applicable subsidiaries, on the one hand, and the other equity holders of the borrower, on the other) or (ii) so long as the property securing an Applicable Loan is not sold prior to the Effective Time, the amendment of such Applicable Loan to expressly permit the Merger and the other transactions contemplated hereby (or the obtaining of a consent or waiver with the same effect), which amendment, consent or waiver shall be in form and substance reasonably satisfactory to each of Parent and the Company. In connection with the foregoing clause (i), the Company shall use its reasonable best efforts to provide to Parent customary evidence of the effectiveness of such repayment and termination, and corresponding customary termination and release documents (including a customary payoff letter from the lenders and customary lien release documents). The Company shall keep Parent reasonably informed on the treatment of the Applicable Loans and shall provide Parent with such related information and documents as Parent shall reasonably request from time-to-time.