Derivative Instruments and Transactions. All Derivative Transactions whether entered into for the account of any WSFS Entity or for the account of a customer of any WSFS Entity (a) were entered into in the Ordinary Course and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Regulatory Authorities, (b) are legal, valid and binding obligations of the WSFS Entity party thereto and, to the Knowledge of WSFS, each of the counterparties thereto, and (c) are in full force and effect and enforceable in accordance with their terms, subject to the Bankruptcy and Equity Exceptions. WSFS Entities and, to the Knowledge of WSFS, the counterparties to all such Derivative Transactions, have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To the Knowledge of WSFS, there are no material breaches, violations or Defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position of the WSFS Entities on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the Books and Records of the WSFS Entities in accordance with GAAP.
Appears in 2 contracts
Samples: Merger Agreement (WSFS Financial Corp), Merger Agreement (Beneficial Bancorp Inc.)
Derivative Instruments and Transactions. All Derivative Transactions (as defined below) whether entered into for the account of any WSFS Alliance Entity or for the account of a customer of any WSFS Alliance Entity (a) were entered into in the Ordinary Course and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Regulatory Authorities, (b) are legal, valid and binding obligations of the WSFS Alliance Entity party thereto and, to the Knowledge of WSFSAlliance, each of the counterparties thereto, and (c) are legal, valid and binding obligations of Alliance or an Alliance Subsidiary and are in full force and effect and enforceable in accordance with their terms, subject to the Bankruptcy and Equity Exceptions. WSFS Entities Alliance or its Subsidiaries and, to the Knowledge of WSFSAlliance, the counterparties to all such Derivative Transactions, have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To the Knowledge of WSFSAlliance, there are no material breaches, violations or Defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position of the WSFS Entities Alliance and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the Books books and Records records of the WSFS Entities Alliance and such Subsidiaries in accordance with GAAP.. For purposes of this Agreement, the term “
Appears in 2 contracts
Samples: Merger Agreement (WSFS Financial Corp), Agreement and Plan of Reorganization (Alliance Bancorp, Inc. Of Pennsylvania)
Derivative Instruments and Transactions. All Derivative Transactions (as defined below) whether entered into for the account of any WSFS Xxxxxxx Entity or for the account of a customer of any WSFS Xxxxxxx Entity (a) were entered into in the Ordinary Course and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Regulatory Authorities, (b) are legal, valid and binding obligations of the WSFS Xxxxxxx Entity party thereto and, to the Knowledge of WSFSXxxxxxx, each of the counterparties thereto, thereto and (c) are in full force and effect and enforceable in accordance with their terms, subject to the Bankruptcy and Equity Exceptions. WSFS The Xxxxxxx Entities and, to the Knowledge of WSFSXxxxxxx, the counterparties to all such Derivative Transactions, have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To the Knowledge of WSFSXxxxxxx, there are no material breaches, violations or Defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position of the WSFS Xxxxxxx Entities on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the Books and Records of the WSFS Xxxxxxx Entities in accordance with GAAP.. For purposes of this Agreement, the term “
Appears in 1 contract
Derivative Instruments and Transactions. All Derivative Transactions whether entered into for the account of any WSFS Xxxxx Entity or for the account of a customer of any WSFS Xxxxx Entity (a) were entered into in the Ordinary Course and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Regulatory Authorities, (b) are legal, valid and binding obligations of the WSFS Xxxxx Entity party thereto and, to the Knowledge of WSFSXxxxx, each of the counterparties thereto, and (c) are in full force and effect and enforceable in accordance with their terms, subject to terms (except as may be limited by the Bankruptcy and Equity Exceptions). WSFS Xxxxx Entities and, to the Knowledge of WSFSXxxxx, the counterparties to all such Derivative Transactions, have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To the Knowledge of WSFSXxxxx, there are no material breaches, violations or Defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial 42 position of the WSFS Xxxxx Entities on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the Books and Records of the WSFS Xxxxx Entities in accordance with GAAP.
Appears in 1 contract
Samples: Merger Agreement (Evans Bancorp Inc)
Derivative Instruments and Transactions. All Derivative Transactions whether entered into for the account of any WSFS FSB Entity or for the account of a customer of any WSFS FSB Entity (a) were entered into in the Ordinary Course and in accordance 28 with prudent banking practice and applicable rules, regulations and policies of all applicable Regulatory Authorities, (b) are legal, valid and binding obligations of the WSFS FSB Entity party thereto and, to the Knowledge of WSFSFSB, each of the counterparties thereto, and (c) are in full force and effect and enforceable in accordance with their terms, subject to terms (except as may be limited by the Bankruptcy and Equity Exceptions). WSFS FSB Entities and, to the Knowledge of WSFSFSB, the counterparties to all such Derivative Transactions, have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To the Knowledge of WSFSFSB, there are no material breaches, violations or Defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position of the WSFS FSB Entities on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the Books and Records of the WSFS FSB Entities in accordance with GAAP.
Appears in 1 contract
Samples: Merger Agreement (Evans Bancorp Inc)
Derivative Instruments and Transactions. All Derivative Transactions (as defined below) whether entered into for the account of any WSFS IAB Entity or for the account of a customer of any WSFS IAB Entity (a) were entered into in the Ordinary Course and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Regulatory Authorities, (b) are legal, valid and binding obligations of the WSFS IAB Entity party thereto and, to the Knowledge of WSFSIAB, each of the counterparties thereto, and (c) are legal, valid and binding obligations of any IAB Entity and are in full force and effect and enforceable in accordance with their terms, subject to the Bankruptcy and Equity Exceptions. WSFS Entities IAB or its Subsidiaries and, to the Knowledge of WSFSIAB, the counterparties to all such Derivative Transactions, have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To the Knowledge of WSFSIAB, there are no material breaches, violations or Defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position of the WSFS Entities IAB and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the Books and Records of the WSFS Entities IAB and such Subsidiaries in accordance with GAAP.. For purposes of this Agreement, the term "
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (BCB Bancorp Inc)