Customer Relationships. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on HTLF, each trust or wealth management customer of HTLF or any of its Subsidiaries has been originated and serviced (i) in conformity with the applicable policies of HTLF and its Subsidiaries, (ii) in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with the applicable policies of HTLF and its Subsidiaries regarding instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile in effect at such time and (v) in compliance with all applicable laws and HTLF’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder and in effect at such time. Each contract governing a relationship with a trust or wealth management customer of HTLF or any of its Subsidiaries has been duly and validly executed and delivered by HTLF and each Subsidiary and, to the knowledge of HTLF, the other contracting parties, each such contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by the Enforceability Exceptions, and HTLF and its Subsidiaries and, to the knowledge of HTLF, the other contracting parties thereto, have duly performed in all material respects their obligations thereunder, and HTLF and its Subsidiaries and, to the knowledge of HTLF, such other contracting parties are in material compliance with each of the terms thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Umb Financial Corp), Agreement and Plan of Merger (Heartland Financial Usa Inc)
Customer Relationships. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on HTLFUMB, each trust or wealth management customer of HTLF UMB or any of its Subsidiaries has been originated and serviced (i) in conformity with the applicable policies of HTLF UMB and its Subsidiaries, (ii) in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with the applicable policies of HTLF UMB and its Subsidiaries regarding instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile in effect at such time and (v) in compliance with all applicable laws and HTLFUMB’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder and in effect at such time. Each contract governing a relationship with a trust or wealth management customer of HTLF UMB or any of its Subsidiaries has been duly and validly executed and delivered by HTLF UMB and each Subsidiary and, to the knowledge of HTLFUMB, the other contracting parties, each such contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by the Enforceability Exceptions, and HTLF UMB and its Subsidiaries and, to the knowledge of HTLFUMB, the other contracting parties thereto, have duly performed in all material respects their obligations thereunder, and HTLF UMB and its Subsidiaries and, to the knowledge of HTLFUMB, such other contracting parties are in material compliance with each of the terms thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Heartland Financial Usa Inc), Agreement and Plan of Merger (Umb Financial Corp)
Customer Relationships. (a) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on HTLFthe Company, each trust or wealth management customer of HTLF the Company or any of its Subsidiaries has been originated and serviced (i) in conformity with the applicable policies of HTLF the Company and its Subsidiaries, (ii) in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with the applicable policies of HTLF and its Subsidiaries regarding any instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile in effect at such time and (v) in compliance with all applicable laws and HTLFthe Company’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder and thereunder. Except as would not reasonably be expected to have, either individually or in effect at such time. Each the aggregate, a Material Adverse Effect on the Company, each contract governing a relationship with a trust or wealth management customer of HTLF the Company or any of its Subsidiaries has been duly and validly executed and delivered by HTLF the Company and each Subsidiary of its Subsidiaries and, to the knowledge Knowledge of HTLFthe Company, the other contracting parties, each such contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by the Enforceability Exceptions, and HTLF the Company and its Subsidiaries and the other contracting parties thereto have duly performed their obligations thereunder, and the Company and its Subsidiaries and, to the knowledge Knowledge of HTLF, the other contracting parties thereto, have duly performed in all material respects their obligations thereunder, and HTLF and its Subsidiaries and, to the knowledge of HTLFCompany, such other contracting parties are in material compliance with each of the terms thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Interstate Bancsystem Inc), Version Agreement (Cascade Bancorp)
Customer Relationships. (a) Except as would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on HTLFParent, each trust or wealth management customer of HTLF Parent or any of its Subsidiaries has been originated and serviced (i) in conformity with the applicable policies of HTLF Parent and its Subsidiaries, (ii) in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with the applicable policies of HTLF and its Subsidiaries regarding any instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile in effect at such time and (v) in compliance with all applicable laws and HTLFParent’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder and thereunder. Except as would not reasonably be expected to have, either individually or in effect at such time. Each the aggregate, a Material Adverse Effect on Parent, each contract governing a relationship with a trust or wealth management customer of HTLF Parent or any of its Subsidiaries has been duly and validly executed and delivered by HTLF Parent and each Subsidiary of its Subsidiaries and, to the knowledge of HTLFParent, the other contracting parties, each such contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by the Enforceability Exceptions, and HTLF Parent and its Subsidiaries and, to the knowledge of HTLF, and the other contracting parties thereto, thereto have duly performed in all material respects their obligations thereunder, and HTLF Parent and its Subsidiaries and, to the knowledge of HTLFParent, such other contracting parties are in material compliance with each of the terms thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Interstate Bancsystem Inc)