Loan Portfolio and Reserve for Loan Losses. (a) All evidences of indebtedness to which Oakwood or any of its Subsidiaries is a party as a lender, lessor or creditor (individually a “Loan” and collectively, the “Loans”), including any renewals and extensions of any Loan, were solicited, originated and currently exist in compliance in all material respects with all applicable requirements of federal and state law and regulations promulgated thereunder. The Loans are adequately documented, and each note evidencing a Loan or credit agreement or security instrument related to a Loan constitutes a valid and binding obligation of the obligor thereunder, and, assuming due authorization, execution and delivery thereof by the obligor, enforceable in accordance with the terms thereof, except as the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights, and all actions necessary to protect any related security interest have been duly taken. Neither Oakwood nor any of its Subsidiaries has entered into any oral modifications or amendments or additional agreements related to the Loans that are not reflected in its records. There is no valid claim or defense to the enforcement of any Loan, and none has been asserted, and Oakwood has no knowledge of any acts or omissions that would give rise to any claim or right of rescission, set off, counterclaim or defense. (b) The credit files of Oakwood and each of its Subsidiaries contain all material information (excluding general, local or national industry, economic or similar conditions) known to Oakwood or any of its Subsidiaries that is reasonably required to evaluate in accordance with generally prevailing practices in the banking industry the collectability of the Loan portfolio of Oakwood or any of its Subsidiaries (including Loans that will be outstanding if it advances funds it is obligated to advance). (c) The allowance for credit losses (the “Allowance”) shown on Oakwood Financial Statements as of December 31, 2023 was, and the allowance for credit losses to be shown on any financial statements of Oakwood or Oakwood Bank or Consolidated Reports of Condition and Income of Oakwood Bank as of any date subsequent to the execution of this Agreement shall be, calculated in accordance with GAAP in all material respects as applied to banking institutions and all applicable rules and regulations, and in the reasonable opinion of management, adequate in all respects to provide for all probable losses, net of recoveries relating to loans previously charged off, on Loans outstanding (including accrued interest receivable) of Oakwood or any of its Subsidiaries and other extensions of credit (including letters of credit or commitments to make loans or extend credit). Oakwood has adopted and fully implemented CECL, effective as of January 1, 2023.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Business First Bancshares, Inc.), Agreement and Plan of Reorganization (Business First Bancshares, Inc.)
Loan Portfolio and Reserve for Loan Losses. (a) All evidences of indebtedness to which Oakwood or any and leases of its Subsidiaries is a party as a lenderthe Banks (each, lessor or creditor (individually a “Loan” and collectively, the “Loans”), including any renewals and extensions of any Loan, were solicited, originated and currently exist in compliance in all material respects with all applicable requirements of federal and state law and regulations promulgated thereunder. The Loans are adequately documented, and each note evidencing a Loan or credit agreement or security instrument related to a Loan constitutes a valid and binding obligation of the obligor thereunder, and, assuming due authorization, execution and delivery thereof by the obligor, enforceable in accordance with the terms thereof, except as the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights, and all actions necessary to protect any related security interest have been duly taken. Neither Oakwood nor any of its Subsidiaries Bank has entered into any oral modifications or amendments or additional agreements related to the Loans that are not reflected in its records. There To MetroCorp’s Knowledge, there is no valid claim or defense to the enforcement of any Loan, Loan and none has been asserted, and Oakwood has no knowledge the Banks are not aware of any acts or omissions that would give rise to any claim or right of rescission, set offsetoff, counterclaim or defense.
(b) The credit files of Oakwood and each of its Subsidiaries the Banks contain all material information (excluding general, local or national industry, economic or similar conditions) known Known to Oakwood or any of its Subsidiaries MetroCorp that is reasonably required to evaluate in accordance with generally prevailing practices in the banking industry the collectability collectibility of the Loan loan portfolio of Oakwood or any of its Subsidiaries the Banks (including Loans loans that will be outstanding if it advances funds it is obligated to advance).
(c) The allowance for credit loan losses (the “Allowance”) shown on Oakwood MetroCorp Financial Statements as of December 31June 30, 2023 2013, was, and the allowance for credit loan losses to be shown on any financial statements of Oakwood MetroCorp or Oakwood Bank the Banks or Consolidated Call Reports of Condition and Income of Oakwood Bank the Banks as of any date subsequent to the execution of this Agreement shall will be, calculated in accordance with GAAP in all material respects as applied to banking institutions and all applicable rules and regulations, and in the reasonable opinion of managementMetroCorp, adequate in all respects to provide for all probable possible losses, net of recoveries relating to loans previously charged off, on Loans outstanding (including accrued interest receivable) of Oakwood or any of its Subsidiaries the Banks and other extensions of credit (including letters of credit or commitments to make loans or extend credit). Oakwood has adopted and fully implemented CECL; provided, effective however, that no representation or warranty is made as to the sufficiency of January 1, 2023collateral securing or the collectibility of such loans.
Appears in 2 contracts
Samples: Merger Agreement (MetroCorp Bancshares, Inc.), Merger Agreement (East West Bancorp Inc)
Loan Portfolio and Reserve for Loan Losses. (aA) All evidences Loans of indebtedness to which Oakwood TCBI or any of its Subsidiaries is a party as a lender, lessor or creditor (individually a “Loan” and collectively, the “Loans”), including any renewals and extensions of any LoanSubsidiaries, were solicited, originated and currently exist in compliance in all material respects with all applicable requirements of federal and state law and regulations promulgated thereunder. The Loans are adequately documented, and each note evidencing a Loan or credit agreement or security instrument related to a Loan constitutes a valid and binding obligation of the obligor thereunder, and, assuming due authorization, execution and delivery thereof by the obligor, enforceable in accordance with the terms thereof, except as the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights, and all actions necessary to protect any related security interest have been duly taken. Neither Oakwood TCBI nor any of its Subsidiaries has entered into any oral modifications or amendments or additional agreements related to the Loans that are not reflected in its records. There All Loans are owned by TCBI or its Subsidiaries free and clear of any Liens other than a blanket lien on qualifying loans provided to the Federal Home Loan Bank of Dallas. Except as set forth in Section 5.20(A) of the Schedules, there is no valid claim or defense to the enforcement of any Loan, Loan and none has been asserted, and Oakwood TCBI has no knowledge Knowledge of any acts or omissions that would give rise to any claim or right of rescission, set off, counterclaim or defense.
(bB) The credit files of Oakwood TCBI and each of its Subsidiaries contain all material information (excluding general, local or national industry, economic or similar conditions) known to Oakwood TCBI or any of its Subsidiaries that is reasonably required to evaluate in accordance with generally prevailing practices in the banking industry the collectability of the Loan portfolio of Oakwood TCBI or any of its Subsidiaries (including Loans that will be outstanding if it advances funds it is obligated to advance). Other than participation loans purchased by TCBI or any Subsidiary from third parties that are described in Section 5.20(B) of the Schedules, no Loans of TCBI or any of its Subsidiaries are presently serviced by third parties and there is no obligation which could result in any such Loan becoming subject to third party servicing.
(cC) The allowance for credit loan losses (the “Allowance”) shown on Oakwood TCBI Financial Statements as of December 31, 2023 2020 and June 30, 2021 was, and the allowance for credit loan losses to be shown on any financial statements of Oakwood TCBI or Oakwood Bank Texas Citizens Bank, or Consolidated Reports of Condition and Income of Oakwood Bank Texas Citizens Bank, as of any date subsequent to the execution of this Agreement shall will be, calculated in accordance with GAAP in all material respects as applied to banking institutions and all applicable rules and regulations, and in the reasonable opinion of management, adequate in all respects to provide for all probable possible losses, net of recoveries relating to loans previously charged off, on Loans outstanding (including accrued interest receivable) of Oakwood TCBI or any of its Subsidiaries and other extensions of credit (including letters credit; provided, however, that no representation or warranty is made as to the sufficiency of credit collateral securing or commitments to make loans or extend credit). Oakwood has adopted and fully implemented CECL, effective as the collectability of January 1, 2023such Loans.
Appears in 2 contracts
Samples: Merger Agreement (Business First Bancshares, Inc.), Merger Agreement (Business First Bancshares, Inc.)
Loan Portfolio and Reserve for Loan Losses. (a) A. All evidences Loans of indebtedness to which Oakwood RSBI or any of its Subsidiaries is a party as a lender, lessor or creditor (individually a “Loan” and collectively, the “Loans”), including any renewals and extensions of any LoanSubsidiaries, were solicited, originated and currently exist in compliance in all material respects with all applicable requirements of federal and state law and regulations promulgated thereunder. The Loans are adequately documented, and each note evidencing a Loan or credit agreement or security instrument related to a Loan constitutes a valid and binding obligation of the obligor thereunder, and, assuming due authorization, execution and delivery thereof by the obligor, enforceable in accordance with the terms thereof, except as the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights, and all actions necessary to protect any related security interest have been duly taken. Neither Oakwood RSBI nor any of its Subsidiaries has entered into any oral modifications or amendments or additional agreements related to the Loans that are not reflected in its records. There Except as set forth in Section 5.20A of the Schedules, there is no valid claim or defense to the enforcement of any Loan, Loan and none has been asserted, and Oakwood RSBI has no knowledge Knowledge of any acts or omissions that would give rise to any claim or right of rescission, set off, counterclaim or defense.
(b) B. The credit files of Oakwood RSBI and each of its Subsidiaries contain all material information (excluding general, local or national industry, economic or similar conditions) known to Oakwood RSBI or any of its Subsidiaries that is reasonably required to evaluate in accordance with generally prevailing practices in the banking industry the collectability of the Loan portfolio of Oakwood RSBI or any of its Subsidiaries (including Loans that will be outstanding if it advances funds it is obligated to advance).
(c) C. The allowance for credit loan losses (the “Allowance”) shown on Oakwood RSBI Financial Statements as of December 31, 2023 2017 was, and the allowance for credit loan losses to be shown on any financial statements of Oakwood RSBI or Oakwood Bank Richland State Bank, or Consolidated Reports of Condition and Income of Oakwood Bank Richland State Bank, as of any date subsequent to the execution of this Agreement shall will be, calculated in accordance with GAAP in all material respects as applied to banking institutions and all applicable rules and regulations, and in the reasonable opinion of management, adequate in all respects to provide for all probable possible losses, net of recoveries relating to loans previously charged off, on Loans outstanding (including accrued interest receivable) of Oakwood RSBI or any of its Subsidiaries and other extensions of credit (including letters of credit or commitments to make loans or extend credit). Oakwood has adopted and fully implemented CECL; provided, effective however, that no representation or warranty is made as to the sufficiency of January 1, 2023collateral securing or the collectability of such Loans.
Appears in 1 contract
Loan Portfolio and Reserve for Loan Losses. (a) A. All evidences Loans of indebtedness to which Oakwood BOJ or any of its Subsidiaries is a party as a lender, lessor or creditor (individually a “Loan” and collectively, the “Loans”), including any renewals and extensions of any LoanSubsidiaries, were solicited, originated and currently exist in compliance in all material respects with all applicable requirements of federal and state law and regulations promulgated thereunder. The Loans are adequately documented, and each note evidencing a Loan or credit agreement or security instrument related to a Loan constitutes a valid and binding obligation of the obligor thereunder, and, assuming due authorization, execution and delivery thereof by the obligor, enforceable in accordance with the terms thereof, except as the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights, and all actions necessary to protect any related security interest have been duly taken. Neither Oakwood BOJ nor any of its Subsidiaries has entered into any oral modifications or amendments or additional agreements related to the Loans that are not reflected in its records. There Except as set forth in Section 5.20A of the Schedules, there is no valid claim or defense to the enforcement of any Loan, Loan and none has been asserted, and Oakwood BOJ has no knowledge Knowledge of any acts or omissions that would give rise to any claim or right of rescission, set off, counterclaim or defense.
(b) B. The credit files of Oakwood BOJ and each of its Subsidiaries contain all material information (excluding general, local or national industry, economic or similar conditions) known to Oakwood BOJ or any of its Subsidiaries that is reasonably required to evaluate in accordance with generally prevailing practices in the banking industry the collectability of the Loan portfolio of Oakwood BOJ or any of its Subsidiaries (including Loans that will be outstanding if it advances funds it is obligated to advance).
(c) C. The allowance for credit loan losses (the “Allowance”) shown on Oakwood BOJ Financial Statements as of December 31, 2023 2016 was, and the allowance for credit loan losses to be shown on any financial statements of Oakwood BOJ or Oakwood Bank Highlands Bank, or Consolidated Reports of Condition and Income of Oakwood Bank Highlands Bank, as of any date subsequent to the execution of this Agreement shall will be, calculated in accordance with GAAP in all material respects as applied to banking institutions and all applicable rules and regulations, and in the reasonable opinion of management, adequate in all respects to provide for all probable possible losses, net of recoveries relating to loans previously charged off, on Loans outstanding (including accrued interest receivable) of Oakwood BOJ or any of its Subsidiaries and other extensions of credit (including letters of credit or commitments to make loans or extend credit). Oakwood has adopted and fully implemented CECL; provided, effective however, that no representation or warranty is made as to the sufficiency of January 1, 2023collateral securing or the collectability of such Loans.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Investar Holding Corp)
Loan Portfolio and Reserve for Loan Losses. (a) A. All evidences Loans of indebtedness to which Oakwood PBI or any of its Subsidiaries is a party as a lender, lessor or creditor (individually a “Loan” and collectively, the “Loans”), including any renewals and extensions of any LoanSubsidiaries, were solicited, originated and currently exist in compliance in all material respects with all applicable requirements of federal and state law and regulations promulgated thereunder. The Loans are adequately documented, and each note evidencing a Loan or credit agreement or security instrument related to a Loan constitutes a valid and binding obligation of the obligor thereunder, and, assuming due authorization, execution and delivery thereof by the obligor, enforceable in accordance with the terms thereof, except as the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights, and all actions necessary to protect any related security interest have been duly taken. Neither Oakwood PBI nor any of its Subsidiaries has entered into any oral modifications or amendments or additional agreements related to the Loans that are not reflected in its records. There All Loans are owned by PBI or its Subsidiaries free and clear of any Liens other than a blanket lien on qualifying loans provided to the Federal Home Loan Bank of Dallas. Except as set forth in Section 5.20A of the Schedules, there is no valid claim or defense to the enforcement of any Loan, Loan and none has been asserted, and Oakwood PBI has no knowledge Knowledge of any acts or omissions that would give rise to any claim or right of rescission, set off, counterclaim or defense.
(b) B. The credit files of Oakwood PBI and each of its Subsidiaries contain all material information (excluding general, local or national industry, economic or similar conditions) known to Oakwood PBI or any of its Subsidiaries that is reasonably required to evaluate in accordance with generally prevailing practices in the banking industry the collectability of the Loan portfolio of Oakwood PBI or any of its Subsidiaries (including Loans that will be outstanding if it advances funds it is obligated to advance). Other than participation loans purchased by PBI or any Subsidiary from third parties that are described in Section 5.20B of the Schedules, no Loans of PBI or any of its Subsidiaries are presently serviced by third parties and there is no obligation which could result in any such Loan becoming subject to third party servicing.
(c) C. The allowance for credit loan losses (the “Allowance”) shown on Oakwood PBI Financial Statements as of December 31, 2023 2018 was, and the allowance for credit loan losses to be shown on any financial statements of Oakwood PBI or Oakwood Bank Pedestal Bank, or Consolidated Reports of Condition and Income of Oakwood Bank Pedestal Bank, as of any date subsequent to the execution of this Agreement shall will be, calculated in accordance with GAAP in all material respects as applied to banking institutions and all applicable rules and regulations, and in the reasonable opinion of management, adequate in all respects to provide for all probable possible losses, net of recoveries relating to loans previously charged off, on Loans outstanding (including accrued interest receivable) of Oakwood PBI or any of its Subsidiaries and other extensions of credit (including letters of credit or commitments to make loans or extend credit). Oakwood has adopted and fully implemented CECL; provided, effective however, that no representation or warranty is made as to the sufficiency of January 1, 2023collateral securing or the collectability of such Loans.
Appears in 1 contract
Loan Portfolio and Reserve for Loan Losses. (a) All evidences A. Except as would not reasonably be expected, either individually or in the aggregate, to be material to BFST and its Subsidiaries, taken as a whole, all Loans of indebtedness to which Oakwood BFST or any of its Subsidiaries is a party as a lenderSubsidiaries, lessor or creditor (individually a “Loan” and collectively, the “Loans”), including any renewals and extensions of any Loan, i) were solicited, originated and currently exist in compliance in all material respects with all applicable requirements of federal and state law and regulations promulgated thereunder. The Loans , (ii) are adequately documented, and (iii) each note evidencing a Loan or credit agreement or security instrument related to a Loan constitutes a valid and binding obligation of the obligor thereunder, and, assuming due authorization, execution and delivery thereof by the obligor, enforceable in accordance with the terms thereof, except as the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights, and all actions necessary to protect any related security interest have been duly taken. Neither Oakwood nor any of taken and (iv) are owned by BFST or its Subsidiaries has entered into free and clear of any oral modifications or amendments or additional agreements related Liens other than a blanket lien on qualifying loans provided to the Loans that are not reflected in its records. There is no valid claim or defense to the enforcement Federal Home Loan Bank of any Loan, and none has been asserted, and Oakwood has no knowledge of any acts or omissions that would give rise to any claim or right of rescission, set off, counterclaim or defenseDallas.
(b) B. The credit files of Oakwood BFST and each of its Subsidiaries contain all material information (excluding general, local or national industry, economic or similar conditions) known to Oakwood BFST or any of its Subsidiaries that is reasonably required to evaluate in accordance with generally prevailing practices in the banking industry the collectability of the Loan portfolio of Oakwood BFST or any of its Subsidiaries (including Loans that will be outstanding if it advances funds it is obligated to advance). Other than participation loans purchased by BFST or any Subsidiary from third parties that are described in Section 4.15B of the Schedules, no Loans of BFST or any of its Subsidiaries are presently serviced by third parties and there is no obligation which could result in any such Loan becoming subject to third party servicing.
(c) C. The allowance for credit loan losses (the “Allowance”) shown on Oakwood BFST Financial Statements as of December 31, 2023 was, 2018 and the allowance for credit losses to be shown on any financial statements of Oakwood or Oakwood Bank or Consolidated Reports of Condition and Income of Oakwood Bank as of any date subsequent to the execution of this Agreement shall be, each quarter ended thereafter was calculated in accordance with GAAP in all material respects as applied to banking institutions and all applicable rules and regulationsinstitutions, and in the reasonable opinion of management, adequate in all respects to provide for all probable reasonably anticipated losses, net of recoveries relating to loans previously charged off, on Loans outstanding (including accrued interest receivable) of Oakwood BFST or any of its Subsidiaries and other extensions of credit (including letters of credit or commitments to make loans or extend credit). Oakwood has adopted and fully implemented CECL; provided, effective however, that no representation or warranty is made as to the sufficiency of January 1, 2023collateral securing or the collectability of such Loans.
Appears in 1 contract