Confidential Schedule 4. 10(m) lists and contains an accurate and complete description as to the United States federal and each state net operating and capital loss carryforwards for TCB and each of its Subsidiaries, that exist as of June 30, 2019, and no such net operating or capital loss carryforwards are subject to limitation under Sections 382, 383 or 384 of the Code or the Treasury Regulations, as of the Closing Date.
Confidential Schedule 4. 16(g), each Employee Plan that provides (or has provided within the past 5 years) for health, dental, vision, life, disability or similar coverage is covered by one or more third-party insurance policies and neither TCB nor any of its Subsidiaries is liable for self-insuring any such claims. Each such Controlled Group Plan is included in the listing of Employee Plans on Confidential Schedule 4.16(a).
Confidential Schedule 4. 14 contains a complete list and brief description of all policies of insurance, including fidelity and bond insurance, of KSB Bancorp and Xxxxxx State Bank. All such policies (A) are sufficient for compliance by KSB Bancorp and Xxxxxx State Bank with all requirements of law and all agreements to which KSB Bancorp or Xxxxxx State Bank is a party, (B) are valid, outstanding and enforceable except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership, or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or equity), (C) will not in any significant respect be affected by, and will not terminate or lapse by reason of, the transactions contemplated by this Agreement, and (D) are presently in full force and effect, no notice has been received of the cancellation, or threatened or proposed cancellation, of any such policy and there are no unpaid premiums due thereon. Neither KSB Bancorp nor Xxxxxx State Bank is in default with respect to the provisions of any such policy and has not failed to give any notice or present any claim thereunder in a due and timely fashion. Each material property of each of KSB Bancorp and Xxxxxx State Bank is insured for the benefit of KSB Bancorp and Xxxxxx State Bank, respectively, in amounts deemed adequate by management of KSB Bancorp and Xxxxxx State Bank, respectively, against risks customarily insured against. There have been no claims under any fidelity bonds of KSB Bancorp or Xxxxxx State Bank within the last three (3) years and neither KSB Bancorp nor Xxxxxx State Bank is aware of any facts that would form the basis of a claim under such bonds.
Confidential Schedule 4. 02A, there are no (a) other outstanding equity securities of any kind or character, or (b) outstanding subscriptions, contracts, options, convertible securities, preemptive rights, warrants, calls or other agreements or commitments of any kind issued or granted by, binding upon or otherwise obligating KSB Bancorp to issue, sell or otherwise dispose of, or to purchase, redeem or otherwise acquire, any shares of capital stock of KSB Bancorp. There are no outstanding contractual obligations of KSB Bancorp to vote or dispose of any shares of the capital stock of KSB Bancorp. Except as disclosed in Confidential Schedule 4.02A, there are no shareholder agreements, voting trusts or similar agreements relating to the KSB Bancorp Common Stock to which KSB Bancorp is a party.
Confidential Schedule 4. 32(a)(i) sets forth (i) the aggregate outstanding principal amount, as of June 30, 2016, of all loan agreements, notes or borrowing arrangements (including mortgage loans, leases, credit enhancements and participations) payable to Bank (collectively, the “Loans”), other than “non-accrual” Loans, and (ii) separately, the aggregate outstanding principal amount, as of June 30, 2016, of all “non-accrual” Loans. Except as listed on Confidential Schedule 4.32(a)(ii), as of the date hereof, Bank did not have any outstanding Loan or asset classified as “Other Real Estate Owned” or that was designated internally by Bank (or, to the Seller’s Knowledge, by a Governmental Authority in an examination report or directive as “special mention;” “substandard,” “doubtful,” “loss” or words of similar import (any of the foregoing Loans or assets, “Criticized Assets”). Confidential Schedule 4.32(a)(iii) sets forth (x) a summary of Criticized Assets as of the date hereof, by category of Loan (e.g., commercial and consumer), together with the aggregate principal amount of such Loans by category as of June 30, 2016 and (y) each asset of Bank that, as of the date hereof, is so classified. In addition, subject to the disclosures set forth on Confidential Schedule 4.32(a)(iv), to the Seller’s Knowledge, no borrower with respect to a Loan has (i) filed, or consented by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (ii) to the Knowledge of the Seller, made an assignment for the benefit of its creditors, (iii) to the Knowledge of the Seller, consented to the appointment of a custodian, receiver, trustee, liquidator or other officer with similar power over itself or any substantial part of its property, (iv) been adjudicated insolvent, or (v) taken action for the purpose of authorizing any of the foregoing. Bank has good, valid and marketable title to all properties and assets reflected Confidential Schedule 4.32(a)(ii) that are classified as “Other Real Estate Owned”, free and clear from Encumbrances and any material obligations that would affect the value or transferability thereof. The information (including electronic information and information contained on tapes and computer disks and the information set forth on Confidential Schedule 4.32(a) referenced in this Section 4.32) with respect to the ...
Confidential Schedule 4. 09 sets forth a list of all existing deeds, leases and title insurance policies for all real property owned or leased by FNB, including all other real estate, and all mortgages, deeds of trust, security agreements and other documents describing encumbrances to which such property is subject, true and complete copies of which have been made available to BUYER. Except as set forth in Confidential Schedule 4.09, FNB has good and marketable title to, or valid leasehold interest in, all of its assets and properties, and such assets and properties, other than assets and properties in which FNB has a leasehold interest, are owned free and clear of all Liens, except (A) as noted in the Financial Statements or the Call Reports or as set forth in the documents delivered to BUYER pursuant to this Section 4.09, (B) statutory liens not yet delinquent, (C) consensual landlord liens, (D) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purpose for which they are held, (E) pledges of assets in the ordinary course of business to secure public funds deposits, and (F) those assets and properties disposed of for fair value in the ordinary course of business since the dates of the most recent Financial Statement or Call Report. FNB has complied in all material respects with the terms of all leases to which it is a party, and (i) each such lease is in full force and effect; (ii) all rents and other monetary amounts that have become due and payable thereunder have been paid; (iii) there exists no default or event, occurrence, condition or act, which with the giving of notice, the lapse of time or both would become a default under such lease; and (iv) none of the transactions contemplated by this Agreement will constitute a default or a cause for termination or modification of such lease. None of the owned or leased premises or properties of FNB is subject to any current or potential interests of third parties or other restrictions or limitations that would impair or be inconsistent in any material respect with the current use of such property by FNB.
Confidential Schedule 4. 11 sets forth a complete listing, as of September 30, 2012, of all leases, subleases, licenses, contracts and agreements to which either SELLER or FNB is a party (the “Contracts”) that involve payments to or by SELLER or FNB of $25,000 or more during the term thereof. True and correct copies of all such Contracts, and all amendments thereto, have been made available to BUYER. For the purposes of this Agreement, the term “Contracts” does not include (i) loans made by, (ii) unfunded loan commitments of $25,000 or less made by, (iii) letters of credit issued by, (iv) loan participations of, (v) Federal funds sold or purchased by, (vi) repurchase agreements made by, (vii) spot foreign exchange transactions of, (viii) bankers acceptances of, (ix) deposit liabilities of, FNB, or (x) investment securities owned by FNB. Except as set forth in Confidential Schedule 4.11, no participations or loans have been sold that have buy back, recourse or guaranty provisions that create contingent or direct liability to FNB. Each Contract to which FNB is a party is valid and binding on FNB and in full force and effect (other than due to the ordinary expiration of the term thereof), and, to SELLER’s knowledge, is valid and binding on the other parties thereto. FNB (and, to its knowledge, each other party thereto) has in all material respects performed all obligations required to be performed by it to date under each Contract. To SELLER’s knowledge, no other party to the Contracts is in breach, violation or default of any such Contract, and no event has occurred which with notice or lapse of time or both would constitute a breach, violation or default by any such other party to any such Contract. No power of attorney or similar authorization given directly or indirectly by FNB is currently outstanding.
Confidential Schedule 4. 12(d) lists all federal, state, local, and foreign Tax Returns filed with respect to SELLER or FNB for taxable periods ended on or after December 31, 2008, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. True and complete copies of the Federal income Tax Returns of SELLER, as filed with the IRS for the years ended December 31, 2009, 2010, and 2011 have been delivered to BUYER. Neither SELLER nor FNB has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
Confidential Schedule 4. 19(e) identifies all environmental reports, audits or assessments, or occupational health studies, that relate to properties or facilities now or formerly leased, owned or operated by FNB undertaken by governmental agencies or other parties, or by FNB, or by any of its lenders, agents, independent contractors or representatives. SELLER has delivered to BUYER true and complete copies of each such document and each environmental license, certificate or permit.
Confidential Schedule 4. 12(c) of the Parent Disclosure Schedules identifies each Parent Benefit Plan that is intended to be qualified under § 401(a) of the Code (the “Parent Qualified Plans”). To the Best Knowledge of Parent, each Parent Qualified Plan and related trust are tax qualified and there are no existing circumstances and no events have occurred that could adversely affect such qualified status or the exempt status of the related trust or increase the costs relating thereto. No trust funding any Parent Benefit Plan is intended to meet the requirements of § 501(c)(9) of the Code.
