Interest Rate Risk Management Instruments. Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on Seasons, (i) all interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements, whether entered into for the account of Seasons or any of its Subsidiaries or for the account of a customer of Seasons or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of Seasons or one of its Subsidiaries and, to the knowledge of Seasons, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) Seasons or its Subsidiaries and, to the knowledge of Seasons, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to Seasons’ 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 Merger (Seasons Bancshares Inc), Agreement and Plan of Merger (Cadence Financial Corp), Merger Agreement (NBC Capital Corp)
Interest Rate Risk Management Instruments. Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on SeasonsICBC, (i) all interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements, whether entered into for the account of Seasons ICBC or any of its Subsidiaries or for the account of a customer of Seasons ICBC or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of Seasons ICBC or one of its Subsidiaries and, to the knowledge of SeasonsICBC, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) Seasons ICBC or its Subsidiaries and, to the knowledge of SeasonsICBC, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to Seasons’ ICBC'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 (Staten Island Bancorp Inc), Merger Agreement (Independence Community Bank Corp)
Interest Rate Risk Management Instruments. Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on SeasonsSIB, (i) all interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements, whether entered into for the account of Seasons SIB or any of its Subsidiaries or for the account of a customer of Seasons SIB or any of its Subsidiaries, were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of Seasons SIB or one of its Subsidiaries and, to the knowledge of SeasonsSIB, each of the counterparties thereto, and are enforceable in accordance with their terms, and are in full force and effect, (ii) Seasons SIB or its Subsidiaries and, to the knowledge of SeasonsSIB, the counterparties thereto, have duly performed their obligations thereunder to the extent that such obligations to perform have accrued, and (iii) to Seasons’ SIB'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 (Staten Island Bancorp Inc), Merger Agreement (Independence Community Bank Corp)