Customer Relationships. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on SASR, each trust or wealth management customer of SASR or any of its Subsidiaries has been in all material respects originated and serviced (i) in conformity with the applicable policies of SASR and its Subsidiaries, (ii) in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with any instructions received from such customers and their authorized representatives and authorized signers, (iv) consistent with each customer’s risk profile and (v) in compliance with all applicable laws and SASR’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. Each contract governing a relationship with a trust or wealth management customer of SASR or any of its Subsidiaries has been duly and validly executed and delivered by SASR and each Subsidiary and, to the knowledge of SASR, 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 SASR and its Subsidiaries and, to the knowledge of SASR, the other contracting parties thereto, have duly performed in all material respects their obligations thereunder, and SASR and its Subsidiaries and, to the knowledge of SASR, such other contracting parties are in material compliance with each of the terms thereof. (b) Since January 1, 2021, none of SASR, any of its Subsidiaries or any of their respective directors, officers or employees has committed any material breach of trust or fiduciary duty with respect to any of the accounts maintained on behalf of any trust or wealth management customer of SASR or any of its Subsidiaries. Since January 1, 2021, none of SASR or any of its Subsidiaries has been, and none are currently, engaged in any material dispute with, or subject to material claims by, any such trust or wealth management customer for breach of fiduciary duty or otherwise in connection with any such account.
Appears in 2 contracts
Samples: Merger Agreement (Atlantic Union Bankshares Corp), Merger Agreement (Sandy Spring Bancorp Inc)
Customer Relationships. (a) Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on SASRUMB, each trust or wealth management customer of SASR UMB or any of its Subsidiaries has been in all material respects originated and serviced (i) in conformity with the applicable policies of SASR UMB and its Subsidiaries, (ii) in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with any the applicable policies of 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 SASRUMB’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunderthereunder and in effect at such time. Each contract governing a relationship with a trust or wealth management customer of SASR UMB or any of its Subsidiaries has been duly and validly executed and delivered by SASR UMB and each Subsidiary and, to the knowledge of SASRUMB, 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 SASR UMB and its Subsidiaries and, to the knowledge of SASRUMB, the other contracting parties thereto, have duly performed in all material respects their obligations thereunder, and SASR UMB and its Subsidiaries and, to the knowledge of SASRUMB, such other contracting parties are in material compliance with each of the terms thereof.
(b) Since January 1, 20212022, none of SASRUMB, any of its Subsidiaries or any of their respective directors, officers or employees has committed any material breach of trust or fiduciary duty with respect to any of the accounts maintained on behalf of any trust or wealth management customer of SASR UMB or any of its Subsidiaries. Since January 1, 20212022, none of SASR UMB or any of its Subsidiaries has been, and none are currently, engaged in any material dispute with, or subject to material claims by, any such trust or wealth management customer for breach of fiduciary duty or otherwise in connection with any such account.
Appears in 2 contracts
Samples: Merger Agreement (Heartland Financial Usa Inc), Merger Agreement (Umb Financial Corp)
Customer Relationships. (a) Except as would not reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse Effect on SASRHTLF, each trust or wealth management customer of SASR HTLF or any of its Subsidiaries has been in all material respects originated and serviced (i) in conformity with the applicable policies of SASR HTLF and its Subsidiaries, (ii) in accordance with the terms of any applicable contract governing the relationship with such customer, (iii) in accordance with any 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 SASRHTLF’s and its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunderthereunder and in effect at such time. Each contract governing a relationship with a trust or wealth management customer of SASR HTLF or any of its Subsidiaries has been duly and validly executed and delivered by SASR HTLF and each Subsidiary and, to the knowledge of SASRHTLF, 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 SASR HTLF and its Subsidiaries and, to the knowledge of SASRHTLF, the other contracting parties thereto, have duly performed in all material respects their obligations thereunder, and SASR HTLF and its Subsidiaries and, to the knowledge of SASRHTLF, such other contracting parties are in material compliance with each of the terms thereof.
(b) Since January 1, 20212022, none of SASRHTLF, any of its Subsidiaries or any of their respective directors, officers or employees has committed any material breach of trust or fiduciary duty with respect to any of the accounts maintained on behalf of any trust or wealth management customer of SASR HTLF or any of its Subsidiaries. Since January 1, 20212022, none of SASR HTLF or any of its Subsidiaries has been, and none are currently, engaged in any material dispute with, or subject to material claims by, any such trust or wealth management customer for breach of fiduciary duty or otherwise in connection with any such account.
Appears in 2 contracts
Samples: Merger Agreement (Heartland Financial Usa Inc), Merger Agreement (Umb Financial Corp)