Common use of Loan and Investment Policies Clause in Contracts

Loan and Investment Policies. The Seller agrees to maintain and to cause the Seller Subsidiaries to maintain their existing loan and investment policies and procedures designed to insure safe and sound banking practices, which shall remain in effect, except as otherwise agreed in writing by the Company, for the period from the date hereof until the earlier of the Effective Time or termination of this Agreement pursuant to Article VIII. To the extent permitted by applicable Law, such policies and procedures shall apply to, among other matters, the following: (i) making or renewing any commitments or loans, or purchase or renewals of any participations in loans, in excess of an amount to be agreed for any commercial loan, single-family residential loan or consumer loan; (ii) making, committing to make or renewing any loan to any Affiliate of the Seller or the Seller Subsidiaries or any family member of such Affiliate or any entity in which such Affiliate has a material interest; (iii) making any investment or commitment to invest, or making any loan, in excess of an amount to be agreed with respect to any commercial real estate development project; (iv) making multiple commercial real estate loans which are in the aggregate in excess of an amount to be agreed; or (v) entering into any Contract under which the Seller or any Seller Subsidiary will be bound to pay in excess of an amount to be agreed over the life of such Contract or voluntarily committing any act or omission which constitutes a breach or default by the Seller or any Seller Subsidiary under any Contract to which the Seller or any Seller Subsidiary is a party or by which it or any of its properties are bound. To the extent permitted by applicable Law, the Company shall have the right to designate one (1) observer to attend all meetings of the Seller’s (i) senior credit committee, or similar committee at any Seller Subsidiary designated by the Company, and (ii) investment committee or similar committee at any Seller Subsidiary, and the Seller shall ensure that such representatives receive all information given by the Seller or its agents to the Seller’s members of said committees.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/), Agreement and Plan of Merger (First Indiana Corp)

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Loan and Investment Policies. The Seller agrees to maintain and to cause the Seller Subsidiaries to maintain their existing loan and investment policies and procedures designed to insure ensure safe and sound banking practices, which shall remain in effect, except as otherwise agreed in writing by the Company, for the period from the date hereof until the earlier of prior to the Effective Time or termination of this Agreement pursuant to Article VIIITime. To the extent permitted by applicable Law, such policies and procedures shall apply to, among other matters, the following: (i) making or renewing any commitments or loans, or purchase or renewals of any participations in loans, in excess of an amount to be agreed $5,000,000.00 for any commercial loan, $1,000,000.00 for any single-family residential loan or $500,000.00 for any consumer loan; (ii) making, committing to make or renewing any loan to any Affiliate affiliate of the Seller or the Seller Subsidiaries or any family member of such Affiliate affiliate or any entity in which such Affiliate affiliate has a material interest; (iii) making any investment or commitment to invest, or making any loan, in excess of an amount to be agreed $5,000,000.00 with respect to any commercial real estate development project; (iv) making multiple commercial real estate loans which are in the aggregate in excess of an amount $10,000,000 to be agreedany one real estate developer; or (v) entering into any Contract contract, lease, or license under which the Seller or any Seller Subsidiary will be bound to pay in excess of an amount to be agreed $250,000 over the life of such Contract agreement or voluntarily committing any act or omission which constitutes a breach or default by the Seller or any Seller Subsidiary under any Contract material contract, lease or license to which the Seller or any Seller Subsidiary is a party or by which it or any of its properties are bound. To the extent permitted by applicable Law, the Company shall have the right to designate one at least two (12) observer observers to attend all meetings of the Seller’s (i) senior credit committee, or similar committee at any Seller Subsidiary designated by the Company, and (ii) investment committee or similar committee at any Seller Subsidiary, and the Seller shall ensure that such representatives receive all information given by the Seller or its agents to the Seller’s members of said committees.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gold Banc Corp Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)

Loan and Investment Policies. The Seller agrees to maintain and to cause the Seller Subsidiaries to maintain their existing loan and investment policies and procedures designed to insure safe and sound banking practices, which shall remain in effect, except as otherwise agreed in writing by the Company, for the period from the date hereof until the earlier of the Effective Time or termination of this Agreement pursuant to Article VIII. To the extent permitted by applicable Law, such policies and procedures shall apply to, among other matters, the following: (i) making or renewing any commitments or loans, or purchase or renewals of any participations in loans, in excess of an amount to be agreed $1,000,000 for any commercial loan, $500,000 for any single-family residential loan or $250,000 for any consumer loan; (ii) making, committing to make or renewing any loan to any Affiliate of the Seller or the Seller Subsidiaries or any family member of such Affiliate or any entity in which such Affiliate has a material interest, except in accordance with the provisions of Regulation O issued by the Federal Reserve Board; (iii) making any investment or commitment to invest, or making any loan, in excess of an amount to be agreed $1,000,000 with respect to any commercial real estate development project; (iv) making multiple commercial real estate loans which are in the aggregate in excess of an amount to be agreed$1,500,000; or (v) entering into any Contract under which the Seller or any Seller Subsidiary will be bound to pay in excess of an amount to be agreed $50,000 over the life of such Contract or voluntarily committing any act or omission which constitutes a breach or default by the Seller or any Seller Subsidiary under any Contract to which the Seller or any Seller Subsidiary is a party or by which it or any of its properties are bound. To the extent permitted by applicable Law, the Company shall have the right to designate one at least two (12) observer observers to attend all meetings of the Seller’s (i) senior credit committee, or similar committee at any Seller Subsidiary designated by the Company, and (ii) investment committee or similar committee at any Seller Subsidiary, and the Seller shall ensure that such representatives receive all information given by the Seller or its agents to the Seller’s members of said committees.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (United Heritage Bankshares of Florida Inc), Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)

Loan and Investment Policies. The Seller agrees to maintain and to cause the Seller Subsidiaries to maintain their existing loan and investment policies and procedures designed to insure ensure safe and sound banking practices, which shall remain in effect, except as otherwise agreed in writing by the Company, for the period from the date hereof until the earlier of the Effective Time or termination of this Agreement pursuant to Article VIII. To the extent permitted by applicable Law, such policies and procedures shall apply to, among other matters, the following: (i) making or renewing any commitments or loans, or purchase or renewals of any participations in loans, in excess of an amount to be agreed $500,000 for any commercial loan, $150,000 for any single-family residential loan or $50,000 for any consumer loan; (ii) making, committing to make or renewing any loan to any Affiliate of the Seller or the Seller Subsidiaries or any family member of such Affiliate or any entity in which such Affiliate has a material interest; (iii) making any investment or commitment to invest, or making any loan, in excess of an amount to be agreed $500,000 with respect to any commercial real estate development project; (iv) making multiple commercial real estate loans which are in the aggregate in excess of an amount $1,000,000 to be agreedany one real estate developer; or (v) entering into any Contract under which the Seller or any Seller Subsidiary will be bound to pay in excess of an amount to be agreed $50,000 over the life of such Contract or voluntarily committing any act or omission which constitutes a breach or default by the Seller or any Seller Subsidiary under any Contract to which the Seller or any Seller Subsidiary is a party or by which it or any of its properties are is bound. To the extent permitted by applicable Law, the Company shall have the right to designate one at least two (12) observer observers to attend all meetings of the Seller’s (i) senior credit committee, or similar committee at any Seller Subsidiary designated by the Company, and (ii) investment committee or similar committee at any Seller Subsidiary, and the Seller shall ensure that such representatives receive all information given by the Seller or its agents to the Seller’s members of said committees.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)

Loan and Investment Policies. The To the extent permitted by applicable law or regulations, the Company and Seller agrees agree to maintain establish, within 30 days of the date of this Agreement at Seller's Bank and to cause the any Seller Subsidiaries to maintain their existing which make loans, loan and investment policies and procedures designed to insure safe and sound banking practices, which shall remain in effect, except as otherwise agreed in writing by the Company, for the period from the date hereof until the earlier of prior to the Effective Time or termination of this Agreement pursuant to Article VIIITime. To the extent permitted by applicable Lawlaw or regulations, such policies and procedures shall apply to, among other matters, the following: (i) making or renewing any commitments or loans, or purchase or renewals of any participations in loans, in excess of an amount to be agreed for any commercial loan, single-family residential loan or consumer loanupon; (ii) making, committing to make or renewing any loan to any Affiliate affiliate of the Seller or the Seller Subsidiaries or any family member of such Affiliate affiliate or any entity in which such Affiliate affiliate has a material interest; (iii) making any investment or commitment to invest, or making any loan, in excess of an amount to be agreed with respect to any commercial real estate or in or with respect to any commercial real estate development project; or (iv) making multiple commercial real estate loans which are in the aggregate in excess of an amount to be agreed; or (v) entering into any Contract contract, lease, or license under which the Seller or any Seller Subsidiary will be bound to pay in excess of an amount to be agreed over the life of such Contract agreement or voluntarily committing any act or omission which constitutes a breach or default by the Seller or any Seller Subsidiary under any Contract material contract, lease or license to which the Seller or any Seller Subsidiary is a party or by which it or any of its properties are bound. To the extent permitted by applicable Lawlaw or regulations, the Company shall have the right to designate one at least two (12) observer observers to attend all meetings of the Seller’s 's (i) senior credit committeeSenior Credit Committee, or similar committee at any Seller Subsidiary designated by the Company, and (ii) investment committee or similar committee at any Seller Subsidiary, and the Seller shall ensure that such representatives receive all information given by the Seller or its agents to the Seller’s 's members of said committees.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)

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Loan and Investment Policies. The Seller agrees to maintain and to cause the Seller Subsidiaries to maintain their existing loan and investment policies and procedures designed to insure ensure safe and sound banking practices, which shall remain in effect, except as otherwise agreed in writing by the Company, for the period from the date hereof until the earlier of prior to the Effective Time or termination of this Agreement pursuant to Article VIIITime. To the extent permitted by applicable Law, such policies and procedures shall apply to, among other matters, the following: (i) making or renewing reviewing any commitments or loans, or purchase or renewals of any participations in loans, in excess of an amount to be agreed $500,000 for any commercial loan, $500,000 for any single-family residential loan loan, or $100,000 for any consumer loan; (ii) making, committing to make or renewing any loan to any Affiliate of the Seller or the Seller Subsidiaries or any family member of such Affiliate or any entity in to which such Affiliate has a material interest; (iii) making any investment or commitment to invest, invest or making any loan, loan in excess of an amount to be agreed $500,000 with respect to any commercial real estate development project; (iv) making multiple commercial real estate loans which are in the aggregate in excess of an amount $500,000 to be agreedany on real estate developer; or (v) entering into any Contract significant contract, lease or license under which the Seller or any Seller Subsidiary will be bound to pay in excess of an amount to be agreed over the life of such Contract agreement or voluntarily committing any act or omission which constitutes constitute a breach or default by the Seller or any Seller Subsidiary under any Contract material contract, lease or license to which the Seller or any Seller Subsidiary is a party or by which it or any of its properties are bound. To the extent permitted by applicable Law, the Company shall have the right to designate at least one (1) observer to attend all meetings of the Seller’s (i) senior credit committee, or similar committee at any Seller Subsidiary designated by the Company, and (ii) investment committee or similar committee at any Seller Subsidiary, Board of Directors and the Seller shall ensure that such representatives receive representative receives all information given by the Seller or its agents to the Seller’s members of said committeesits Board of Directors. If the Company does not respond in writing to the Seller within twenty four (24) hours of delivery by the Seller of a written request made by the Seller for Seller or a Seller Subsidiary to engage in any of the actions for which the Company’s written consent is required pursuant to this Section 5.6, the Company shall be deemed to have consented to such action (except for any request made by the Seller on a Friday, in which case the Company must respond on or before Monday). All written approvals to be provided by the Company must not be unreasonably withheld.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blue Valley Ban Corp)

Loan and Investment Policies. The Seller agrees to maintain and to cause the Seller Subsidiaries to maintain their existing loan and investment policies and procedures designed to insure safe and sound banking practices, which shall remain in effect, except as otherwise agreed in writing by the Company, for the period from the date hereof until the earlier of the Effective Time or termination of this Agreement pursuant to Article VIII. To the extent permitted by applicable Law, such policies and procedures shall apply to, among other matters, the following: (i) making or renewing any commitments or loans, or purchase or renewals of any participations in loans, in excess of an amount to be agreed $1,000,000 for any commercial loan, $500,000 for any single-family residential loan or $250,000 for any consumer loan; (ii) making, committing to make or renewing any loan to any Affiliate of the Seller or the Seller Subsidiaries or any family member of such Affiliate or any entity in which such Affiliate has a material interest; (iii) making any investment or commitment to invest, or making any loan, in excess of an amount to be agreed $1,000,000 with respect to any commercial real estate development project; (iv) making multiple commercial real estate loans which are in the aggregate in excess of an amount to be agreed$1,500,000; or (v) entering into any Contract under which the Seller or any Seller Subsidiary will be bound to pay in excess of an amount to be agreed $50,000 over the life of such Contract or voluntarily committing any act or omission which constitutes a breach or default by the Seller or any Seller Subsidiary under any Contract to which the Seller or any Seller Subsidiary is a party or by which it or any of its properties are bound. To the extent permitted by applicable Law, the Company shall have the right to designate one at least two (12) observer observers to attend all meetings of the Seller’s (i) senior credit committee, or similar committee at any Seller Subsidiary designated by the Company, and (ii) investment committee or similar committee at any Seller Subsidiary, and the Seller shall ensure that such representatives receive all information given by the Seller or its agents to the Seller’s members of said committees.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)

Loan and Investment Policies. The Seller agrees to maintain and to cause the Seller Subsidiaries to maintain their existing loan and investment policies and procedures designed to insure safe and sound banking practices, which shall remain in effect, except as otherwise agreed in writing by the Company, for the period from the date hereof until the earlier of prior to the Effective Time or termination of this Agreement pursuant to Article VIIITime. To the extent permitted by applicable Lawlaw or regulations, such policies and procedures shall apply to, among other matters, the following: (i) making or renewing any commitments or loans, or purchase or renewals of any participations in loans, in excess of an amount to be agreed for any commercial loan, single-family residential loan or consumer loanupon; (ii) making, committing to make or renewing any loan to any Affiliate affiliate of the Seller or the Seller Subsidiaries or any family member of such Affiliate affiliate or any entity in which such Affiliate affiliate has a material interest; (iii) making any investment or commitment to invest, or making any loan, in excess of an amount to be agreed with respect to any commercial real estate or in or with respect to any commercial real estate development project; or (iv) making multiple commercial real estate loans which are in the aggregate in excess of an amount to be agreed; or (v) entering into any Contract contract, lease, or license under which the Seller or any Seller Subsidiary will be bound to pay in excess of an amount to be agreed over the life of such Contract agreement or voluntarily committing any act or omission which constitutes a breach or default by the Seller or any Seller Subsidiary under any Contract material contract, lease or license to which the Seller or any Seller Subsidiary is a party or by which it or any of its properties are bound. To the extent permitted by applicable Lawlaw or regulations, the Company shall have the right to designate one at least two (12) observer observers to attend all meetings of the Seller’s (i) senior credit committee, or similar committee at any Seller Subsidiary designated by the Company, and (ii) investment committee or similar committee at any Seller Subsidiary, and the Seller shall ensure that such representatives receive all information given by the Seller or its agents to the Seller’s members of said committees.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mississippi Valley Bancshares Inc)

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