Common use of Loan Portfolio and Investment Securities Clause in Contracts

Loan Portfolio and Investment Securities. 5.13.1. The allowance for loan losses reflected in Somerset Bank’s audited consolidated statement of financial condition at June 30, 2021 was, and the allowance for loan losses shown on the balance sheets in Somerset Bank’s Financial Statements for periods ending after June 30, 2021 will be, adequate, as of the dates thereof, under GAAP. 5.13.2. SOMERSET BANCORP DISCLOSURE SCHEDULE 5.13.2 sets forth a listing, as of June 30, 2022, (A) of all loans of Somerset Bank and any Somerset Bank Subsidiary, (1) that are contractually past due 90 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (4) where a reasonable doubt exists as to the timely future collectability of principal and/or interest, whether or not interest is still accruing or the loans are less than 90 days past due, or (5) where a specific reserve allocation exists in connection therewith; and (B) all assets classified by Somerset Bank or any Somerset Bank Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all other assets currently held that were acquired through foreclosure or in lieu of foreclosure. SR BANCORP DISCLOSURE SCHEDULE 5.13.2 may exclude any individual loan with a principal outstanding balance of less than $50,000, provided that SR BANCORP DISCLOSURE SCHEDULE 5.13.2 includes, for each category described, the aggregate amount of individual loans with a principal outstanding balance of less than $50,000 that has been excluded. 5.13.3. All loans receivable (including discounts) and accrued interest entered on the books of Somerset Bank and each Somerset Bank Subsidiary arose out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of business. To the Knowledge of SR Bancorp, the loans, discounts and the accrued interest reflected on the books of Somerset Bank and the Somerset Bank Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), subject to the Enforceability Exceptions. Except for loans pledged for collateral for FHLB borrowings, Federal Reserve Bank of New York borrowings or government deposits, all such loans are owned by Somerset Bank or the appropriate Somerset Bank Subsidiary free and clear of any Liens. 5.13.4. The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be. 5.13.5. Somerset Bank and each Somerset Bank Subsidiary has good and marketable title to all securities owned by it, free and clear of any Liens, except to the extent such securities are pledged in the ordinary course of business to secure obligations of Somerset Bank or such Somerset Bank Subsidiary or as pledged for collateral for FHLB borrowings. Such securities are valued on the books of Somerset Bank in accordance with GAAP in all material respects. Somerset Bank and each Somerset Bank Subsidiary employs investment, securities, risk management and other policies, practices and procedures that Somerset Bank believes are prudent and reasonable.

Appears in 3 contracts

Samples: Merger Agreement (SR Bancorp, Inc.), Merger Agreement (SR Bancorp, Inc.), Merger Agreement (SR Bancorp, Inc.)

AutoNDA by SimpleDocs

Loan Portfolio and Investment Securities. 5.13.14.15.1. The allowance for loan losses reflected in Somerset BankSBBX’s audited consolidated statement of financial condition balance sheet at June 30December 31, 2021 2019 was, and the allowance for loan losses shown on the balance sheets in Somerset BankSBBX’s Financial Statements for periods ending after June 30December 31, 2021 2019 will be, adequate, as of the dates thereof, adequate under GAAP. 5.13.24.15.2. SOMERSET BANCORP DISCLOSURE SCHEDULE 5.13.2 sets forth SBBX has made available to PFS a listing, as of June 30December 31, 20222019, by account, of: (A) of all loans (including loan participations) of Somerset SB One Bank and that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of SB One Bank which have been terminated by SB One Bank during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified SB One Bank during the past twelve months of, or has asserted against SB One Bank, in each case in writing, any Somerset Bank Subsidiary“lender liability” or similar claim; (D) all loans, (1) that are contractually past due 90 60 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are contractually past due 90 days or more in the payment of principal and/or interest days or more and still accruing; (4) classified as troubled debt restructurings; (5) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch list” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan loan and the identity of the obligor thereunder, (46) where a reasonable doubt exists as where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the timely future collectability of principal and/or interest, whether or not interest is still accruing or agreement under which the loans are less than 90 days past dueloan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (57) where a specific reserve allocation exists in connection therewith; and (BE) all assets classified by Somerset SB One Bank or any Somerset Bank Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all real estate owned and other assets currently held that were acquired through foreclosure or in lieu of foreclosure. SR BANCORP DISCLOSURE SCHEDULE 5.13.2 may exclude any individual loan with a principal outstanding balance of less than $50,000, provided that SR BANCORP DISCLOSURE SCHEDULE 5.13.2 includes, for each category described, the aggregate amount of individual loans with a principal outstanding balance of less than $50,000 that has been excluded. 5.13.34.15.3. All loans receivable (including discounts) and accrued interest entered on the books of Somerset SB One Bank and each Somerset Bank Subsidiary arose out of bona fide arm’s-length transactions, transactions and were made for good and valuable consideration in the ordinary course of SB One Bank’s business. To the Knowledge of SR Bancorp, the loans, discounts and the accrued interest reflected on the books of Somerset Bank and the Somerset Bank Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), subject to the Enforceability Exceptions. Except for loans pledged for collateral for FHLB borrowings, Federal Reserve Bank of New York borrowings or government deposits, all All such loans are owned by Somerset SB One Bank or the appropriate Somerset Bank Subsidiary free and clear of any Liensliens. 5.13.4. (a) The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be, (b) to the extent carried on the books and records of SBBX and any SBBX Subsidiary as secured loans, the loans described above have been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable, which have been perfected and (c) each loan described above is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, (except as may be limited by the Enforceability Exceptions). 5.13.54.15.5. Somerset Bank SBBX and each Somerset Bank SBBX Subsidiary has good and marketable title to all securities owned by it, free and clear of any Liens, except to the extent such securities are pledged in the ordinary course of business to secure obligations of Somerset Bank SBBX or such Somerset Bank Subsidiary or as pledged for collateral for FHLB borrowingsSBBX Subsidiary. Such securities are valued on the books of Somerset Bank SBBX in accordance with GAAP in all material respects. Somerset Bank SBBX and each Somerset Bank SBBX Subsidiary employs investment, securities, risk management and other policies, practices and procedures that Somerset Bank which SBBX believes are prudent and reasonable. 4.15.6. Neither SBBX nor any SBBX Subsidiary is now, or has been since December 31, 2016, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Bank Regulator relating to the origination, sale or servicing of mortgage or consumer loans. 4.15.7. None of the agreements pursuant to which SBBX or any of its Subsidiaries has sold loans or pools of loans or participations in loans or pools of loans contains any obligation to repurchase such loans or interests therein solely on account of a payment default by the obligor on any such loan. 4.15.8. SBBX Disclosure Schedule 4.15.8 sets forth each loan participation entered into by SBBX or any of its Subsidiaries as of December 31, 2019. With respect to each such participation sold, SBBX or its Subsidiaries has in its files an opinion of counsel that such participation is a true sale.

Appears in 2 contracts

Samples: Merger Agreement (Sb One Bancorp), Merger Agreement (Provident Financial Services Inc)

AutoNDA by SimpleDocs

Loan Portfolio and Investment Securities. 5.13.14.15.1. The allowance for loan losses reflected in Somerset BankDCB’s audited consolidated statement of financial condition balance sheet at June 30December 31, 2021 was2019, and the allowance for loan losses shown on the reflected in DCB’s unaudited (and any audited) consolidated balance sheets in Somerset Bank’s Financial Statements for periods ending after June 30December 31, 2021 will be2019 as filed in any DCB Securities Documents, adequatewere in the reasonable opinion of DCB’s management (i) adequate to meet all reasonably anticipated loan and lease losses, net of recoveries related to loans previously charged off as of the dates thereofthose dates, under GAAP(ii) consistent with GAAP and reasonable and sound banking practices, and (iii) in conformance with recommendations and comments in reports of examination in all material respects. 5.13.24.15.2. SOMERSET BANCORP DISCLOSURE SCHEDULE 5.13.2 DCB Disclosure Schedule 4.15.2 sets forth a listing, as of June 30March 31, 20222020, by account, of: (A) of all loans (including loan participations) of Somerset Dime Community Bank and that have been accelerated during the past twelve months; (B) all loan commitments or lines of credit of Dime Community Bank which have been terminated by Dime Community Bank during the past twelve months by reason of a default or adverse developments in the condition of the borrower or other events or circumstances affecting the credit of the borrower; (C) each borrower, customer or other party which has notified Dime Community Bank during the past twelve months of, or has asserted against Dime Community Bank, in each case in writing, any Somerset Bank Subsidiary“lender liability” or similar claim; (D) all loans, (1) that are contractually past due 90 60 days or more in the payment of principal and/or interest, (2) that are on non-accrual status, (3) that are contractually past due 90 days or more in the payment of principal and/or interest days or more and still accruing; (4) classified as troubled debt restructurings; (5) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Watch listList” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the identity of the obligor thereunder, (46) where a reasonable doubt exists as where, during the past three years, the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the timely future collectability of principal and/or interest, whether or not interest is still accruing or agreement under which the loans are less than 90 days past dueloan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, or (57) where a specific reserve allocation exists in connection therewith; and (BE) all assets classified by Somerset Dime Community Bank or any Somerset Bank Subsidiary as real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures, and all real estate owned and other assets currently held that were acquired through foreclosure or in lieu of foreclosure. SR BANCORP DISCLOSURE SCHEDULE 5.13.2 may exclude any individual loan with a principal outstanding balance of less than $50,000, provided that SR BANCORP DISCLOSURE SCHEDULE 5.13.2 includes, for each category described, the aggregate amount of individual loans with a principal outstanding balance of less than $50,000 that has been excluded. 5.13.34.15.3. All loans receivable (including discounts) and accrued interest entered on the books of Somerset Dime Community Bank and each Somerset Bank Subsidiary arose out of bona fide arm’s-length transactions, transactions and were made for good and valuable consideration in the ordinary course of Dime Community Bank’s business. To the Knowledge of SR Bancorp, the loans, discounts and the accrued interest reflected on the books of Somerset Bank and the Somerset Bank Subsidiaries are subject to no defenses, set-offs or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), subject to the Enforceability Exceptions. Except for loans pledged for collateral for FHLB borrowings, Federal Reserve Bank of New York borrowings or government deposits, all All such loans are owned by Somerset Dime Community Bank or the appropriate Somerset Bank Subsidiary free and clear of any Liens. 5.13.4. (a) The notes and other evidences of indebtedness evidencing the loans described above, and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating thereto are, in all material respects, valid, true and genuine, and what they purport to be, (b) to the extent carried on the books and records of DCB and any DCB Subsidiary as secured loans, the loans described above have been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, Liens or encumbrances, as applicable, which have been perfected and (c) each loan described above is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, (except as may be limited by the Enforceability Exceptions). 5.13.54.15.5. Somerset Bank DCB and each Somerset Bank DCB Subsidiary has good and marketable title to all securities owned by it, free and clear of any Liens, except to the extent such securities are pledged in the ordinary course of business to secure obligations of Somerset Bank DCB or such Somerset Bank Subsidiary or as pledged for collateral for FHLB borrowingsDCB Subsidiary. Such securities are valued on the books of Somerset Bank DCB in accordance with GAAP in all material respects. Somerset Bank DCB and each Somerset Bank DCB Subsidiary employs investment, securities, risk management and other policies, practices and procedures that Somerset Bank which DCB believes are prudent and reasonable. 4.15.6. Neither DCB nor any DCB Subsidiary is now, or has been since January 1, 2017, subject to any fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental Entity or Bank Regulator relating to the origination, sale or servicing of mortgage or consumer loans. 4.15.7. None of the agreements pursuant to which DCB or any of its Subsidiaries has sold loans or pools of loans or participations in loans or pools of loans contains any obligation to repurchase such loans or interests therein solely on account of a payment default by the obligor on any such loan. 4.15.8. DCB Disclosure Schedule 4.15.8 sets forth each loan participation entered into by DCB or any of the DCB Subsidiaries as of March 31, 2020. 4.15.9. DCB Disclosure Schedule 4.15.9 sets forth a list of all loans by DCB and the DCB Subsidiaries to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve (12 C.F.R. Part 215)) of DCB or any of the DCB Subsidiaries. There are no loans to any employee, senior executive officer, director or other Affiliate of DCB on which the borrower is paying a rate other than that reflected in the note or the relevant credit agreement. All such loans are and were made in compliance in all material respects with all applicable laws, including Regulation O and Regulation W of the Federal Reserve Board. Each loan disclosed in DCB Disclosure Schedule 4.15.9 has been made in the ordinary course of business, and on the same terms, including interest rate and collateral, as those prevailing at the time for comparable arms’-length transactions, did not involve more than the normal risk of collectability or present other unfavorable features.

Appears in 1 contract

Samples: Merger Agreement (Dime Community Bancshares Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!