Leases, Contracts and Agreements. No leases, contracts, --------------------------------- commitments, or understandings connected with Seller's Operations will be binding on Buyer after the closing.
Leases, Contracts and Agreements. Confidential Schedule 3.13 sets forth an accurate and complete description of all contracts, leases, subleases, licenses, and agreements to which HCBI or HCB is a party or by which HCBI or HCB is bound (A) that obligate or would reasonably be expected to obligate HCBI or HCB for an amount in excess of $50,000 over the entire term of any such agreement or (B) that are related or of a similar nature and that in the aggregate obligate or would reasonably be expected to obligate HCBI or HCB for an amount in excess of $50,000 over the entire term of such related contracts (collectively, the “Contracts”). HCBI has delivered or made available to IBG true and correct copies of all Contracts. For the purposes of this Agreement, the Contracts shall do not include loans made by, repurchase agreements made by, spot foreign exchange transactions of, bankers acceptances of or deposits by HCB, but do include unfunded loan commitments and letters of credit issued by HCB where the borrowers’ total direct and indirect indebtedness to HCB is in excess of $100,000. No participations or loans have been sold that have buy back, recourse or guaranty provisions that create contingent or direct liabilities of HCB. HCBI and HCB have not received any written notice of material default under or material noncompliance with any Contract. For each lease in which HCBI or HCB is named as lessee, such party is the owner and holder of all the leasehold estates or other rights and interest purported to be granted by such instruments, in each case free and clear of any lessee-granted security interests, claims, liens (including tax liens), forfeitures, mortgages, pledges, penalties, encumbrances, assignments or charges whatsoever except as established by the lease or applicable law. HCBI and HCB enjoy peaceful and undisturbed possession under all leases under which they are currently operating.
Leases, Contracts and Agreements. Schedule 3.12 sets forth a complete listing, as of August 31, 2003, of all leases, subleases, licenses, contracts and agreements to which any of PCCI, the Bank or any Trust is a party (the ”Contracts”), and which (a) relate to real property used by PCCI or the Bank in its operation (such Contracts being referred to herein as the “Leases”), or (b) involve payments to or by PCCI, the Bank or any Trust in excess of $100,000 during the term thereof. True and correct copies of all such Contracts, and all amendments thereto, have been made available to PCBC. For the purposes of this Agreement, the term “Contracts” shall not be deemed to include loans made by, unfunded loan commitments, letters of credit, loan participations, Federal funds sold or purchased by, repurchase agreements made by, spot foreign exchange transactions of, bankers acceptances of or deposit liabilities of the Bank. Except as set forth in Schedule 3.12, no participations or loans have been sold which have buy back, recourse or guaranty provisions which create contingent or direct liabilities of PCCI. To the Knowledge of PCCI, all of the Contracts are legal, valid and binding obligations of the parties to the Contracts enforceable in accordance with their terms, subject to the Bankruptcy Exception. Except as described in Schedule 3.12, all rent and other payments by PCCI, the Bank or any Trust under the Contracts are current, there are no existing defaults by PCCI, the Bank or any Trust under the Contracts and no termination, condition or other event has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a material default thereunder. Each of PCCI and the Bank has a good and indefeasible leasehold interest in each of the properties subject to the Leases, free and clear of all mortgages, pledges, liens, encumbrances and security interests, but subject to all matters of record.
Leases, Contracts and Agreements. Schedule 3.13 sets forth an accurate and complete description of all leases, subleases, licenses, contracts and agreements to which ANBFC, ANBFC Delaware, or the Bank is a party or by which ANBFC, ANBFC Delaware, or the Bank is bound that obligate or may obligate ANBFC, ANBFC Delaware, or the Bank in the aggregate for an amount in excess of $50,000 over the entire term of any such agreement or related contracts of a similar nature which in the aggregate obligate or may obligate ANBFC, ANBFC Delaware, or the Bank for an amount in excess of $50,000 over the entire term of such related contracts (the “Contracts”). ANBFC has delivered true and correct copies of all Contracts to Summit BHC. For the purposes of this Agreement, the Contracts shall be deemed not to include loans made by, repurchase agreements made by, spot foreign exchange transactions of, bankers acceptances of or deposits by the Bank, but does include unfunded loan commitments and letters of credit issued by the Bank where the borrowers’ total direct and indirect indebtedness to the Bank is in excess of $100,000. Except as set forth in Schedule 3.13, no participations or loans have been sold that have buy back, recourse or guaranty provisions that create contingent or direct liabilities of ANBFC, ANBFC Delaware, or the Bank. To the knowledge of ANBFC, ANBFC Delaware, and the Bank, all of the Contracts are legal, valid and binding obligations of the parties to the Contracts enforceable in accordance with their terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to general equitable principles, and are in full force and effect. Except as described in Schedule 3.13, all rent and other payments by the Bank under the Contracts are current, there are no existing defaults, including without limitation, covenant defaults, by ANBFC, ANBFC Delaware, or the Bank under the Contracts and no termination, condition or other event has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default. ANBFC, ANBFC Delaware, or the Bank, respectively, has a good and indefeasible leasehold interest in each parcel of real property leased by it free and clear of all mortgages, pledges, liens, encumbrances and security interests.
Leases, Contracts and Agreements. (a) Confidential Schedule 3.11 of the Target Disclosure Schedules lists each of the following types of contracts to which Target or Target Bank is a party or by which any of their respective properties or assets is bound (collectively, the “Contracts”):
(i) any contract that would be required to be filed by Target as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, or disclosed by Target on a Current Report on Form 8-K if Target was required to file such reports under applicable Law;
(ii) any contract that limits the ability of Target or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or, to Target’s Best Knowledge, upon consummation of the Merger will materially restrict the ability of Buyer or any of its Affiliates to engage in any line of business in which a bank holding company or bank may lawfully engage;
(iii) any contract that obligates Target or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Buyer and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than Target or any of its Subsidiaries “most favored nation” status or similar rights;
(iv) any contract to which any Affiliate, officer, director or employee of Target is a party or beneficiary, and any contract that by its terms calls for an annual payment by Target and its Subsidiaries of more than $5,000 to which any independent contractor or consultant of Target is a party or beneficiary;
(v) any contract that limits the payment of dividends by Target or any of its Subsidiaries;
(vi) any contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement;
(vii) any contract relating to indebtedness of Target of more than $50,000;
(viii) any contract that by its terms calls for annual payments or receipt by Target and its Subsidiaries under such contract of more than $50,000 (other than pursuant to Loans originated or purchased by Target or Target Bank in the ordinary course of business and consistent with past practice);
(ix) any contract that provides for potential indemnification payments by Target or any of its Subsidiaries or the potential obligation of Target or any of its Subsidiaries to repurchase Loans;
(x) any contract that is material to Target’s and its...
Leases, Contracts and Agreements. Section 4.1 (x) of the LFC Disclosure Schedule sets forth an accurate and complete list of all leases, subleases, licenses, contracts and agreements to which LFC or any LFC Subsidiary is a party or by which LFC or any LFC Subsidiary is bound which obligate or may obligate LFC or any LFC Subsidiary for an amount in excess of $100,000 over the entire term of any such agreement or related contracts of a similar nature which in the aggregate obligate or may obligate LFC or any LFC Subsidiary in the aggregate for an amount in excess of $100,000 over the entire term of such related contracts (the “Contracts”). LFC has delivered or made available to IBC true and correct copies of all Contracts. For the purposes of this Agreement, the Contracts shall be deemed not to include loans (including agreements covering same) made by, repurchase agreements made by, spot foreign exchange transactions of, bankers acceptances of, agreements with Bank customers for trust services, or deposits by LFC and any LFC Subsidiary, but shall include unfunded loan commitments and letters of credit issued by LFC or any LFC Subsidiary where the borrowers’ total direct and indirect indebtedness to the Bank is in excess of $100,000. Except as set forth in Section 4.1(x) of the LFC Disclosure Schedule, no participations or loans have been sold which have buy back, recourse or guaranty provisions which create contingent or direct liabilities of LFC or any LFC Subsidiary. To the knowledge of LFC, all of the Contracts are legal, valid and binding obligations of the parties to the Contracts enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to creditors’ rights generally and to general equitable principles, and are in full force and effect. To the knowledge of LFC, except as described in Section 4.1(x) of the LFC Disclosure Schedule, all rent and other payments by LFC and any LFC Subsidiary under the Contracts are current, except for defaults which would not reasonably be expected to result in a Material Adverse Effect on LFC, there are no existing defaults by LFC or any LFC Subsidiary under the Contracts and no termination, condition or other event has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default. LFC and any LFC Subsidiary has a good and valid leasehold interest in each parcel of real property leased ...
Leases, Contracts and Agreements. The information contained on the -------------------------------- Schedule of Leases, Contracts and Agreements as of October 31, 1995, attached hereto as Exhibit M, is accurate and complete.
Leases, Contracts and Agreements. The Company has made available to the Purchaser true and correct copies of all leases, subleases, licenses, commitments,, contracts and agreements (whether written or oral) listed on Schedule 1.1 (the "Contracts"). All of the Contracts are, to the Company's Knowledge, in full force and effect. In each case to the Company's Knowledge, all rent and other payments by the Company under the Contracts are current, there are no existing defaults by the Company under the Contracts, and no termination, condition or other event has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default or a basis for force majeure or other claim of excusable delay or non-performance thereunder.
Leases, Contracts and Agreements. Schedule 3.16 sets forth an accurate and complete description of all leases, subleases, licenses, contracts and agreements to which the Company is a party or by which the Company is bound which obligate or may obligate the Company in the aggregate for an amount in excess of $25,000 over the entire term of any such agreement or related contracts of a similar nature which in the aggregate obligate or may obligate the Company in the aggregate for an amount in excess of $25,000 over the entire term of such related contracts (the "Contracts"). The Company has delivered to Compass true and correct copies of all Contracts. All of the Contracts are legal, valid and binding obligations of the parties to the Contracts enforceable in accordance with their terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to creditors' rights generally and to general equitable principles, and are in full force and effect. Except as described in Schedule 3.16, all rent and other payments by the Company under the Contracts are current, there are no existing defaults by the Company under the Contracts and no termination, condition or other event has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default. The Company has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all mortgages, pledges, liens, encumbrances and security interests. The Company is in compliance with the terms, of each contract, agreement, commitment, arrangement, understanding or other instrument to which it is a party with any client or customer to whom the Company provides services and each such contract, agreement, commitment, arrangement, understanding or instrument is in full force and effect with respect to the applicable customer or client.
Leases, Contracts and Agreements. Confidential Schedule 4.11 sets forth a complete listing, as of June 30, 2016, of all leases, subleases, licenses, contracts and agreements to which either Seller or Bank is a party (the “Contracts”) that involve payments to or by Seller or Bank of $25,000 or more on an annual basis. True and correct copies of all such Contracts, and all amendments thereto, have been made available to Buyer. For the purposes of this Agreement, the term “Contracts” does not include (i) loans made by, (ii) unfunded loan commitments made by (provided that Confidential Schedule 4.11 sets forth the aggregate amount of Bank’s unfunded loan commitment), (iii) letters of credit issued by, (iv) loan participations of, (v) Federal funds sold or purchased by, (vi) repurchase agreements made by, (vii) spot foreign exchange transactions of, (viii) bankers acceptances of, (ix) deposit liabilities of, Bank, or (x) investment securities owned by Bank. Except as set forth in Confidential Schedule 4.11, no participations or loans have been sold that have buy back, recourse or guaranty provisions that create contingent or direct liability to Bank. Each Contract to which Bank is a party is valid and binding on Bank and in full force and effect (other than due to the ordinary expiration of the term thereof), and, to Seller’s Knowledge, is valid and binding on the other parties thereto. Except as set forth on Confidential Schedule 4.11, Bank (and, to its Knowledge, each other party thereto) has in all material respects performed all obligations required to be performed by it to date under each Contract. To Seller’s Knowledge, no other party to the Contracts is in breach, violation or default of any such Contract, and no event has occurred which with notice or lapse of time or both would constitute a material breach, violation or default by any such other party to any such Contract. No power of attorney or similar authorization given directly or indirectly by Bank is currently outstanding.
