Interest Rate Risk Management Instruments. Except as would not reasonably be expected to have a Material Adverse Effect on such party, all interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements, whether entered into for the account of such party or for the account of a customer of such party or one of its Subsidiaries, were entered into in the ordinary course of business and, to such party's knowledge, in accordance with prudent banking practice and applicable rules, regulations and policies of any Regulatory Authority and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of such party or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and are in full force and effect. Except as would not reasonably be expected to have a Material Adverse Effect on such party, such party and each of its Subsidiaries have duly performed in all respects all of their obligations thereunder to the extent that such obligations to perform have accrued; and, to such party's knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Star Banc Corp /Oh/), Agreement and Plan of Reorganization (Firstar Corp /Wi/), Agreement and Plan of Reorganization (Star Banc Corp /Oh/)
Interest Rate Risk Management Instruments. Except as would not reasonably be expected to have a Material Adverse Effect on such partyEffect, all interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements, whether entered into for the account of such party SunTrust or for the account of a customer of such party SunTrust or of one of its SubsidiariesSunTrust's subsidiaries, were entered into in the ordinary course of business and, to such partySunTrust's knowledge, in accordance with prudent banking practice practices and applicable rules, regulations and policies of any Regulatory Authority Governmental Entity and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of such party SunTrust or one of its Subsidiaries subsidiaries enforceable in accordance with their terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and are in full force and effect. Except as would not reasonably be expected to have a Material Adverse Effect on such partyEffect, such party SunTrust and each of its Subsidiaries SunTrust's subsidiaries have duly performed in all respects all of their obligations thereunder to the extent that such obligations to perform have accrued; , and, to such partySunTrust's knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder.
Appears in 3 contracts
Samples: Merger Agreement (Crestar Financial Corp), Merger Agreement (Suntrust Banks Inc), Merger Agreement (Suntrust Banks Inc)
Interest Rate Risk Management Instruments. Except as would not reasonably be expected to have a Material Adverse Effect on such partyEffect, all interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements, whether entered into for the account of such party Crestar or for the account of a customer of such party Crestar or of one of its SubsidiariesCrestar's subsidiaries, were entered into in the ordinary course of business and, to such partyCrestar's knowledge, in accordance with prudent banking practice practices and applicable rules, regulations and policies of any Regulatory Authority Governmental Entity and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of such party Crestar or one of its Subsidiaries subsidiaries enforceable in accordance with their terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and are in full force and effect. Except as would not reasonably be expected to have a Material Adverse Effect on such partyEffect, such party Crestar and each of its Subsidiaries Crestar's subsidiaries have duly performed in all respects all of their obligations thereunder to the extent that such obligations to perform have accrued; , and, to such partyCrestar's knowledge, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Suntrust Banks Inc), Merger Agreement (Crestar Financial Corp)