Investment Securities and Commodities. (a) Each of the Company and each Company Subsidiary has good title to all securities and commodities owned by it (except those sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien, except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the Company or its Subsidiaries. Such securities and commodities are valued on the books of the Company in accordance with GAAP in all material respects. (b) The Company and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures (the “Policies, Practices and Procedures”) which the Company believes are prudent and reasonable in the context of such businesses. Prior to the date hereof, the Company has made available to Parent in writing the material Policies, Practices and Procedures.
Appears in 5 contracts
Samples: Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.), Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.), Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)
Investment Securities and Commodities. (a) Each of the Company and each Company Subsidiary its Subsidiaries has good and valid title to all securities and commodities owned by it (except those sold under repurchase agreements or held as reflected in any fiduciary or agency capacitythe Financial Statements), free and clear of any Lien, except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the Company or its Subsidiaries. Such securities and commodities are valued carried on the books of the Company at values determined in accordance with GAAP in all material respects.
(b) The Company and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures (the “Policies, Practices and Procedures”) which that the Company believes in good faith are prudent and reasonable in the context of such businesses. Prior to the date hereofof this Agreement, the Company has made available to Parent in writing the material Policiesterms of such policies, Practices practices and Proceduresprocedures.
Appears in 3 contracts
Samples: Merger Agreement (Oceanfirst Financial Corp), Merger Agreement (Oceanfirst Financial Corp), Merger Agreement (Two River Bancorp)
Investment Securities and Commodities. (a) Each of the Company and each Company Subsidiary its Subsidiaries has good and valid title to all securities and commodities owned by it (except those sold under repurchase agreements or held as reflected in any fiduciary or agency capacitythe Financial Statements), free and clear of any Lien, except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the Company or its Subsidiaries. Such securities and commodities are valued carried on the books of the Company at values determined in accordance with GAAP in all material respects.
(b) The Company and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures (the “Policies, Practices and Procedures”) which that the Company believes in good faith are prudent and reasonable in the context of such businesses. Prior to the date hereof, the Company has made available to Parent in writing the material Policiesterms of such policies, Practices practices and Proceduresprocedures.
Appears in 2 contracts
Samples: Merger Agreement (Oceanfirst Financial Corp), Merger Agreement (Partners Bancorp)
Investment Securities and Commodities. (a) Each of the Company and each Company Subsidiary has good title to all securities and commodities owned by it (except those sold under repurchase agreements or held in any fiduciary or agency capacity), free and clear of any Lien, except to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of the Company or its Subsidiaries. Such securities and commodities are valued on the books of the Company in accordance with GAAP in all material respects.
(b) The Company and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures (the “Policies, Practices and Procedures”“) which the Company believes are prudent and reasonable in the context of such businesses. Prior to the date hereof, the Company has made available to Parent in writing the material Policies, Practices and Procedures.
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