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 a list and general description of all contracts, leases, subleases, licenses, and agreements to which IBI or any IBI Subsidiary is a party or by which IBI or any IBI Subsidiary is bound (A) that obligate or would reasonably be expected to obligate IBI or any IBI Subsidiary for an amount in excess of $100,000 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 IBI or any IBI Subsidiary for an amount in excess of $100,000 over the entire term of such related contracts, in the case of each of foregoing (A) and (B) that are not terminable by IBI or such IBI Subsidiary, as the case may be, on 30 days or less notice and that do not require the payment by IBI or any IBI Subsidiary of any termination fee, liquidated damages, forfeited pre-paid expense, or similar cost related to such termination (collectively, the “Contracts”). IBI has delivered or made available to IBG true and correct copies of all Contracts. For the purposes of this Agreement, the Contracts shall not include loans made by, repurchase agreements made by, spot foreign exchange transactions of, bankers acceptances of or deposits by, Integrity Bank, but do include unfunded loan commitments and letters of credit issued by Integrity Bank where the borrowers’ total direct and indirect indebtedness to Integrity Bank is in excess of $2,000,000. No participations or loans have been sold that have buy back, recourse or guaranty provisions that create contingent or direct liabilities of Integrity Bank. Neither IBI nor any IBI Subsidiary has received any written notice of material default under or material noncompliance with any Contract. For each lease in which IBI or any IBI Subsidiary 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. IBI and each IBI Subsidiary enjoy peaceful and undisturbed possession under all leases under which they are currently operating.
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. 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 CGI or UCB is a party or by which CGI or UCB is bound (A) that obligate or could reasonably be expected to obligate CGI or UCB 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 could reasonably be expected to obligate CGI or UCB for an amount in excess of $50,000 over the entire term of such related contracts (collectively, the “Contracts”). CGI has delivered or made available to IBG true and correct copies of all Contracts. 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 UCB, but do include unfunded loan commitments and letters of credit issued by UCB where the borrowers’ total direct and indirect indebtedness to UCB 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 UCB. CGI and UCB have not received any written notice of material default under or material noncompliance with any Contract. For each lease in which CGI or UCB 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. CGI and UCB enjoy peaceful and undisturbed possession under all leases under which they are currently operating.
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 or any Subsidiary is a party or by which the Company or any Subsidiary is bound which the Company or any Subsidiary cannot terminate without penalty upon 60 days' notice and which obligate or may obligate the Company or any Subsidiary for an annual amount in excess of $25,000 per lease, sublease, license, contract or agreement (the "Contracts"). Schedule 3.16 includes a true and correct copy of the purchase agreement for the sale of the Company's former headquarters located in downtown Des Moines. The Company has made available to the Buyer true and correct copies of all Contracts. For the purposes of this Agreement, the Contracts shall be deemed not to include loans made by or deposits by or with the Company or its Subsidiaries. Except as set forth in Schedule 3.16, no participations or loans have been sold which have buy back, recourse or guaranty provisions which create contingent or direct liabilities of the Company or its Subsidiaries. To the knowledge of the Company, 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 and its Subsidiaries under the Contracts are current, there are no existing defaults by the Company or its Subsidiaries under the Contracts and no termination, condition or other event has occurred on the part of or with respect to the Company which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default. The Company and each of its Subsidiaries 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. Section 3.17
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. (a) Schedule 3.11 of the Disclosure Schedules lists each of the following types of contracts to which Westbound is a party or by which any of its Properties or assets is bound (collectively, the “Contracts”):
Leases, Contracts and Agreements. Confidential Schedule 3.13 sets forth a list and general description of all contracts, leases, subleases, licenses, and agreements to which BOHI xx Bank of Houston is a party or by which BOHI xx Bank of Houston is bound (A) that obligate or would reasonably be expected to obligate BOHI xx Bank of Houston 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 BOHI xx Bank of Houston for an amount in excess of $50,000 over the entire term of such related contracts, in the case of each of foregoing (A) and (B) that are not terminable by BOHI xx Bank of Houston, as the case may be, on 30 days or less notice and that do not require the payment by BOHI xx BOH of any termination fee, liquidated damages, forfeited pre-paid expense, or similar cost related to such termination (collectively, the “Contracts”). BOHI xxx delivered or made available to IBG true and correct copies of all Contracts. For the purposes of this Agreement, the Contracts shall not include loans made by, repurchase agreements made by, spot foreign exchange transactions of, bankers acceptances of or deposits by, Bank of Houston, but do include unfunded loan commitments and letters of credit issued by Bank of Houston where the borrowers’ total direct and indirect indebtedness to Bank of Houston is in excess of $4,000,000. No participations or loans have been sold that have buy back, recourse or guaranty provisions that create contingent or direct liabilities of Bank of Houston. BOHI xxx Bank of Houston have not received any written notice of material default under or material noncompliance with any Contract. For each lease in which BOHI xx Bank of Houston 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. BOHI xxx Bank of Houston enjoy peaceful and undisturbed possession under all leases under which they are currently operating.
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.
